This document is important and requires your immediate attention. If you are in doubt as to how to deal with it, you should consult your investment dealer, stock broker, bank manager, lawyer, accountant or other professional advisor. The Offer has not been approved or disapproved by any securities regulatory authority nor has any securities regulatory authority passed upon the fairness or merits of the Offer or upon the adequacy of the information contained in this document. Any representation to the contrary is unlawful. This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. However, Canadian First Financial Group Inc. may, in its sole discretion, take such action as it may deem necessary to extend the Offer to such shareholders in such jurisdiction.

CANADIAN FIRST FINANCIAL GROUP INC.

OFFER TO PURCHASE FOR CASH UP TO CDN$800,000 OF ITS COMMON SHARES

AT A PURCHASE PRICE OF CDN$0.035 PER COMMON SHARE

Canadian First Financial Group Inc. (“Canadian First” or the “Corporation”) hereby offers (the “Offer”) to purchase for cancellation from holders (“Shareholders”) of common shares of Canadian First (the “Shares”) for cash up to Cdn$800,000 of its Shares at a price per Share (the “Purchase Price”) of Cdn$0.035, for a maximum of 22,857,143 Shares. The Offer is made upon the terms and subject to the conditions set forth in this offer to purchase (the “Offer to Purchase”) and circular (the “Circular” and, together with the Offer to Purchase, collectively, the “Offer and Circular”) and in the accompanying letter of transmittal (the “Letter of Transmittal”) and notice of guaranteed delivery (the “Notice of Guaranteed Delivery”).

The Offer expires at 5:00 p.m. (Toronto time) (the “Expiry Time”) on August 23, 2016, or at such later time and date to which the Offer may be extended by Canadian First, unless varied or withdrawn (the “Expiry Date”).

The Offer is not conditional upon any minimum number of Shares being deposited. However, the Offer is subject to certain conditions described in Section 6 of the Offer to Purchase entitled “Conditions of the Offer”. Canadian First reserves the right to withdraw the Offer and not take up and pay for any Shares deposited under the Offer unless all such conditions are satisfied or waived. The Purchase Price that Canadian First will pay for each Share deposited pursuant to the Offer will be Cdn$0.035. Shareholders depositing Shares to the Offer can reasonably expect to have such Shares purchased at the Purchase Price if any Shares are purchased under the Offer (subject to the pro-ration provisions described herein). If more than 22,857,143 Shares are validly deposited for purchase which would result in an aggregate Purchase Price of greater than Cdn$800,000, the deposited Shares will be purchased on a pro rata basis according to the number of Shares validly deposited, or deemed to be deposited, by Shareholders pursuant to the Offer. See Section 3 of the Offer to Purchase entitled “Number of Shares and Pro-Ration”.

Canadian First will return all Shares not purchased under the Offer, including Shares not purchased because of pro-ration, promptly after the Expiry Date. The Board of Directors of Canadian First (the “Board”) has authorized and approved the Offer. None of the Corporation nor the Board makes any recommendation to Shareholders as to whether to deposit or refrain from depositing any or all of such Shareholders’ Shares to the Offer. Shareholders are strongly urged to review and evaluate carefully all information in the Offer and Circular, to consult their own financial, tax and legal advisors, and to make their own decisions as to whether to deposit Shares to the Offer and, if so, how many Shares to deposit.

To the knowledge of the Corporation, after reasonable enquiry, no director or officer of the Corporation, no associate or affiliate of a director or officer or the Corporation, no insider of the Corporation, no associate or affiliate of the Corporation or of any insider of the Corporation intends to accept the Offer and deposit any of such

person’s or company’s Shares to the Offer. See Section 9 of the Circular entitled “Ownership of Canadian First Securities; Transactions in Canadian First Securities – Acceptance of the Offer”.

Evans & Evans Inc. (the “Valuator”) was engaged by the Board as the independent valuator to prepare a formal valuation of the Shares (the “Valuation”), in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. A copy of the Valuation is attached hereto as Schedule A. The Valuation contains the Valuator’s opinion that, based on the scope of its review and subject to the assumptions, restrictions and limitations provided therein, as of June 30, 2016, the fair market value per Share falls within the range of Cdn$0.033 to Cdn$0.037.

Canadian First is making the Offer as, among other things, it considers the Offer to be an effective use of the Corporation’s cash resources and an equitable and efficient means of distributing capital of up to Cdn$800,000 in the aggregate to Shareholders. The Board has also approved the Offer at the Purchase Price to provide liquidity to Shareholders desirous of such. See also Section 2 of the Circular entitled “Background to the Offer”, Section 3 of the Circular entitled “Purpose of the Offer and Recommendation of the Board” and Section 4 of the Circular entitled “Valuation” for further details.

Each Shareholder who has validly deposited Shares pursuant to the Offer and who has not validly withdrawn such Shares will receive the Purchase Price, payable in cash (subject to applicable withholding taxes, if any), for all Shares purchased upon the terms and subject to the conditions of the Offer, including the provisions relating to pro-ration described herein. The Purchase Price will be payable in Canadian dollars. See Section 7 of the Offer to Purchase entitled “Acceptance for Payment and Payment for Deposited Shares – Payment”. Shareholders should carefully consider the income tax consequences of accepting the Offer and depositing Shares to the Offer. See Section 11 of the Circular entitled “Certain Canadian Federal Income Tax Considerations”.

No person has been authorized to make any recommendation on behalf of Canadian First as to whether Shareholders should deposit or refrain from depositing Shares pursuant to the Offer. No person has been authorized to give any information or to make any representations in connection with the Offer other than as set forth in the Offer and Circular, Letter of Transmittal and Notice of Guaranteed Delivery. If given or made, any such recommendation or any such information or representation must not be relied upon as having been authorized by Canadian First or the Board.

Shareholders who wish to deposit all or any portion of their Shares pursuant to the Offer must comply in all respects with the delivery procedures described herein. See Section 4 of the Offer to Purchase entitled “Procedure for Depositing Shares” and the Letter of Transmittal and Notice of Guaranteed Delivery accompanying the Offer and Circular for further details.

Any questions or requests for assistance may be directed to the Corporation at the address and telephone number set forth in the Offer and Circular.

July 18, 2016

TABLE OF CONTENTS CURRENCY .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I FORWARD-LOOKING INFORMATION .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I NOTICE REGARDING INFORMATION .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I SUMMARY .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 GLOSSARY .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 OFFER TO PURCHASE .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

1. THE OFFER .......................................................................................................................................... 8 2. PURCHASE PRICE .............................................................................................................................. 9 3. NUMBER OF SHARES AND

PRO-RATION ....................................................................................................................................... 9 4. PROCEDURE FOR DEPOSITING

SHARES ................................................................................................................................................ 9 5. WITHDRAWAL RIGHTS .................................................................................................................. 11 6. CONDITIONS OF THE OFFER ......................................................................................................... 12 7. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR DEPOSITED SHARES ........................ 14 8. EXTENSION AND VARIATION OF THE OFFER ......................................................................... 15 9. PAYMENT IN THE EVENT OF MAIL SERVICE INTERRUPTION ............................................. 16 10. LIENS; DIVIDENDS .......................................................................................................................... 16 11. NOTICE ............................................................................................................................................... 17 12. OTHER TERMS .................................................................................................................................. 17

CIRCULAR .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 1. CANADIAN FIRST FINANCIAL GROUP INC. .............................................................................. 19 2. BACKGROUND TO THE OFFER .................................................................................................... 19 3. PURPOSE OF THE OFFER AND RECOMMENDATION OF THE BOARD ................................ 19 4. VALUATION ...................................................................................................................................... 21 5. PRIOR VALUATIONS ....................................................................................................................... 22 6. BONA FIDE PRIOR OFFERS ............................................................................................................ 22 7. FINANCIAL INFORMATION ........................................................................................................... 22 8. PRICE RANGE OF SHARES; DIVIDENDS; PREVIOUS SALES AND PURCHASES OF

SHARES .............................................................................................................................................. 22 9. OWNERSHIP OF CANADIAN FIRST SECURITIES; TRANSACTIONS IN CANADIAN FIRST

SECURITIES ...................................................................................................................................... 23 10. MATERIAL CHANGES IN THE AFFAIRS OF CANADIAN FIRST AND OTHER MATERIAL

FACTS ................................................................................................................................................. 25 11. CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ..................................... 25 12. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS ..................................................... 27 13. SOURCE OF FUNDS ......................................................................................................................... 28 14. STATUTORY RIGHTS ...................................................................................................................... 28 15. FEES AND EXPENSES ...................................................................................................................... 28 16. DIRECTORS’ APPROVAL ................................................................................................................ 28

CERTIFICATE .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1 CONSENT OF WILDEBOER DELLELCE LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-2 CONSENT OF EVANS & EVANS INC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-3

CURRENCY

Except where otherwise indicated, all dollar amounts set forth in the Offer and Circular are expressed in Canadian dollars and all references to “$”, “Cdn$” and “dollars” mean Canadian dollars.

FORWARD-LOOKING INFORMATION

The Offer and Circular, including, without limitation, the statements and information contained in the Offer to Purchase under the Sections entitled “The Offer”, “Purchase Price”, “Number of Shares and Pro-Ration”, “Acceptance for Payment and Payment for Deposited Shares” and “Extension and Variation of the Offer” and in the Circular under the Sections entitled “Canadian First Financial Group Inc.”, “Background to the Offer”, “Price Range of Shares; Dividends; Previous Sales and Purchases of Shares - Trading of Shares”, “Ownership of Canadian First Securities; Transactions in Canadian First Securities – Acceptance of the Offer”, “Ownership of Canadian First Securities; Transactions in Canadian First Securities – Effect of Offer on Voting Interests”, “Material Changes in the Affairs of Canadian First and Other Material Facts”, “Certain Canadian Federal Income Tax Considerations” and “Fees and Expenses”, may contain statements that, to the extent they are not statements of historical fact, constitute forward-looking information and forward- looking statements which reflect the current view of Canadian First with respect to the Corporation’s objectives, plans, goals, strategies, future growth, results of operations, financial and operating performance and business prospects and opportunities. Wherever used, the words “may”, “will”, “anticipate”, “intend”, “expect”, “estimate”, “plan”, “believe” and similar expressions identify forward-looking statements and forward-looking information. Forward-looking statements and forward-looking information should not be read as guarantees of future events, performance or results, and will not necessarily be accurate indications of whether, or the times at which, such events, performance or results will be achieved. All of the statements and information in this Offer and Circular containing forward-looking statements or forward-looking information are qualified by these cautionary statements.

Forward-looking statements and forward-looking information are based on information available at the time they are made, underlying estimates and assumptions made by management and management’s good faith belief with respect to future events, performance and results, and are subject to inherent risks and uncertainties surrounding future expectations generally. By its nature, forward-looking information involves certain risks, assumptions, uncertainties and other factors which may cause actual future results to differ materially from those expressed or implied in any forward-looking statements and include but are not limited to: (i) satisfaction or waiver of the conditions to the Offer; (ii) the extent to which Shareholders determine to deposit their Shares to the Offer; (iii) the anticipated benefits of the Offer; and (iv) Canadian First’ expected growth and results of operations.

Canadian First cautions readers that this list of factors is not exhaustive and that, should certain risks or uncertainties materialize or should underlying estimates or assumptions prove incorrect, actual events, performance and results may vary significantly from those expected. There can be no assurance that the actual results, performance, events or activities anticipated by the Corporation will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Corporation. Readers are urged to consider these factors carefully in evaluating forward- looking information and forward-looking statements and are cautioned not to place undue reliance on any forward-looking information or forward-looking statements.

Additional risks and uncertainties not presently known to the Corporation or that Canadian First currently believes to be less significant may also adversely affect the Corporation. Canadian First disclaims any intention or obligation to update or revise any forward-looking information or forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

NOTICE REGARDING INFORMATION

Certain information contained in the Offer and Circular, including certain information contained in the Valuation, is based solely upon, and Canadian First has relied, without independent verification, exclusively upon, information that has been provided by third party sources or that is otherwise publicly available. Neither the Corporation nor the Board assumes any responsibility for the accuracy or completeness of such information or for any failure by any such third party to disclose events or facts that may have occurred or may affect the significance or accuracy of any such information.

SUMMARY

The following is a summary of information contained elsewhere in the Offer and Circular and does not fully describe all of the details of the Offer. This summary is provided for convenience only and should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing or referred to elsewhere in the Offer and Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery. Certain capitalized words and defined terms used in this summary are defined in the Glossary section of the Offer to Purchase.

Canadian First Canadian First manages a premier network of 34 independently owned and

operated Canadian First Financial Centres (“CFF Centres”). Our CFF Centre owners also own and operate top mortgage brokerage firms with over 900 mortgage agents. Collectively, the connected CFF Centre agents provide financial services to over 20,000 clients annually and originate in excess of seven billion dollars in mortgage volume through their connected mortgage companies. Canadian First provides an alternative in local communities to the traditional retail banking system by empowering its independent owners and agents to expand their product offering in order to solve More financial challenges of their clients.

Canadian First is a corporation governed under the CBCA, with its registered and head office located at 110 - 3005 Marentette Avenue, Windsor, Ontario, N8X 4G1.

The Offer Canadian First is offering to purchase its Shares under the Offer as set out in the Offer and Circular at a Purchase Price of Cdn$0.035 per Share. The Purchase Price will be payable in cash, subject to applicable withholding taxes, if any. See Section 2 of the Offer to Purchase entitled “Purchase Price” for further details. The Purchase Price will be payable in Canadian dollars. See Section 7 of the Offer to Purchase entitled “Acceptance for Payment and Payment for Deposited Shares – Payment” for further details.

Formal Valuation

Evans & Evans Inc. was engaged by the Board as the independent valuator to prepare a formal valuation of the Shares in accordance with MI 61-101. The Valuation contains the Valuator’s opinion that, based on the scope of its review and subject to the assumptions, restrictions and limitations provided therein, as of June 30, 2016, the fair market value per Share falls within the range of Cdn$0.033 to Cdn$0.037 per Share. A copy of the Valuation is attached hereto as Schedule A. See also Section 4 of the Circular entitled “Valuation” for further details.

Purchase Price The Board has determined to set the Purchase Price at Cdn$0.035 per Share. The Purchase Price was determined based on the fair market value of the Shares provided for in the Valuation. The Valuator has determined that the fair market value per Share falls within the range of Cdn$0.033 to Cdn$0.037. See also Section 2 of the Circular entitled “Background to the Offer”, Section 3 of the Circular entitled “Purpose of the Offer and Recommendation of the Board” and Section 4 of the Circular entitled “Valuation” for further details.

-2 -

Offering Size The Corporation is offering to purchase for cash up to a maximum of Cdn$800,000 of its Shares. The Corporation can purchase up to 22,857,143 Shares under the Offer, which would represent approximately 30% of the Corporation’s issued and outstanding Shares as of July 18, 2016. The Offer is not conditional on any minimum number of Shares being tendered. If more than 22,857,143 Shares are validly deposited to the Offer, resulting in an aggregate Purchase Price that exceeds Cdn$800,000, the Corporation will pro-rate the number of Shares purchased from each Shareholder who has tendered Shares. See Section 3 of this Offer to Purchase entitled “Number of Shares, Pro-Ration” for further details.

Shareholders can reasonably expect to have validly deposited Shares purchased at the Purchase Price if any Shares are purchased under the Offer (subject to pro-ration). See Sections 2 and 3 of this Offer to Purchase entitled “Purchase Price” and “Number of Shares and Pro-ration”, respectively, for further details.

Reason for Offer Canadian First is making the Offer as it considers the Offer to be an effective use of the Corporation’s cash resources and an equitable and efficient means of distributing capital of up to Cdn$800,000 in the aggregate to Shareholders. See Section 3 of the Circular entitled “Purpose of the Offer and Recommendation of the Board” for further details.

Cash Payment for Shares The Corporation has adequate freely available cash on hand to pay for the maximum number of Shares that could be purchased under the Offer.

Time for Acceptance A Shareholder may deposit Shares until the Offer expires. The Offer will expire on August 23, 2016 at 5:00 p.m. (Toronto time), unless the Corporation extends it. The Corporation may choose to extend the Offer for any reason, subject to applicable laws. See Section 8 of the Offer to Purchase entitled “Extension and Variation of the Offer” for further details.

Notice of Offer Extension or Variation

The Corporation will issue an announcement of any extension, delay, termination, variation or amendment of the Offer promptly to the extent and in the manner required by applicable laws. See Section 8 of the Offer to Purchase entitled “Extension and Variation of the Offer” for further details.

Conditions of the Offer The Offer is subject to certain conditions that are customary for transactions of this nature and are set forth in Section 6 of the Offer to Purchase entitled “Conditions of the Offer”. The Offer is not conditional on any minimum number of Shares being deposited to the Offer.

Depositing Shares under the Offer

To deposit Shares:

• as a Registered Shareholder, you must deliver your share certificate(s) and a properly completed and duly executed Letter of Transmittal to the Corporation by the Expiry Time, or comply with the guaranteed delivery procedure outlined in Section 4 of the Offer to Purchase entitled “Procedure for Depositing Shares”; or

• as a Non-Registered Shareholder, you must request your investment dealer, stock broker, commercial bank, trust company or other nominee to effect the transaction on your behalf.

Contact the Corporation or, if applicable, your investment dealer, stock broker, commercial bank, trust company or other nominee for assistance. See also Section 4 of the Offer to Purchase entitled “Procedure for Depositing

-3 -

Shares” and the instructions set out in the Letter of Transmittal and the Notice of Guaranteed Delivery.

Right to Withdraw Deposited Shares

Shareholders may withdraw any Shares they have deposited at any time before the Corporation takes up the Shares and in the other circumstances described in Section 5 of the Offer to Purchase entitled “Withdrawal Rights”. Generally, if the Corporation has taken up but not paid a Shareholder for its Shares within three business days, the Shareholder may withdraw its Shares. Furthermore, if the Corporation amends the Offer, each Shareholder will have ten days to withdraw its Shares from the date notice is given of the amendment in accordance with Section 8 of the Offer to Purchase entitled “Extension and Variation of the Offer”. However, if the amendment consists solely of an increase in the consideration offered for the Shares and the Offer is not extended for more than ten days or the amendment consists solely of a waiver of a condition of the Offer, the amendment will not entitle a Shareholder to withdraw its Shares. See Sections 4 and 5 of the Offer to Purchase entitled “Procedure for Depositing Shares” and “Withdrawal Rights”, respectively.

Position of Canadian First and its Board of Directors

The Board has authorized and approved the Offer. However, none of Canadian First or the Board is making any recommendation to a Shareholder as to whether such Shareholder should deposit or refrain from depositing Shares. Each Shareholder must make his or her own decision as to whether to deposit Shares and, if so, how many Shares to deposit. To the knowledge of the Corporation, after reasonable enquiry, no director or officer of the Corporation, no associate or affiliate of a director or officer of the Corporation, no insider of the Corporation, no associate or affiliate of the Corporation or of any insider of the Corporation has accepted or intends to accept the Offer and deposit any of such person’s or company’s Shares to the Offer. However, in the event that the circumstances or decisions of any such persons or companies change, they may decide to tender Shares to the Offer or sell their Shares otherwise during the period prior to the Expiry Date. See Section 9 of the Circular entitled “Ownership of Canadian First Securities; Transactions in Canadian First Securities – Acceptance of the Offer” for further details.

Payment for Deposited Shares

Promptly after the Expiry Time, the Corporation will take up and pay for Shares to be purchased pursuant to the Offer. See Section 7 of the Offer to Purchase entitled “Acceptance for Payment and Payment for Deposited Shares” for further details.

Brokerage Fees or Commissions

A Registered Shareholder who deposits Shares directly to the Corporation will not be obligated to pay any brokerage fees or commissions. A Non- Registered Shareholder who holds Shares through an investment dealer, stock broker, commercial bank, trust company or other nominee, should consult with such persons regarding whether any fees or commissions will apply in connection with a deposit of Shares pursuant to the Offer.

Certain Canadian Federal Income Tax Considerations

Certain Canadian federal income tax consequences of accepting the Offer are generally discussed in Section 11 of the Circular entitled “Certain Canadian Federal Income Tax Considerations. The purchase for cancellation will not result in a dividend to a Shareholder. A Shareholder will realize a capital gain or a capital loss to the extent that Purchase Price for each Share exceeds or is exceed by, as the case may be, the adjusted cost base or tax cost of a Share. All Shareholders are urged to consult their own tax and legal advisors as to the application of Canadian and United States income tax laws and the

-4 -

application of their local tax laws to their particular circumstances.

More Information Shareholders may contact the Corporation with any questions or requests for additional copies of the Offer and Circular, Letter of Transmittal, Notice of Guaranteed Delivery and any notices of change or variation in connection with the Offer.

NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF CANADIAN FIRST AS TO WHETHER SHAREHOLDERS SHOULD DEPOSIT OR REFRAIN FROM DEPOSITING SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN AS SET FORTH IN THE OFFER AND CIRCULAR OR IN THE RELATED LETTER OF TRANSMITTAL AND NOTICE OF GUARANTEED DELIVERY. IF ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION IS GIVEN OR MADE, ANY SUCH RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY CANADIAN FIRST OR THE BOARD.

- 6 -

GLOSSARY

This Glossary forms part of the Offer and Circular. In the Offer and Circular, including the Summary and the accompanying Letter of Transmittal and Notice of Guaranteed Delivery, unless the subject matter or context is inconsistent therewith, the following terms have the meanings set forth below and grammatical variations thereof have the corresponding meanings.

“affiliate” has the meaning ascribed thereto in the OSA;

“Annual and Special Meeting” means the annual and special meeting of Shareholders to be held August 24, 2016, including any adjournment or postponement thereof;

“associate” has the meaning ascribed thereto in the OSA;

“Board” means the board of directors of Canadian First and “director” means a director of Canadian First;

“business day” means any day of the year, other than a Saturday, Sunday or day observed as a statutory or civic holiday in Toronto, Ontario;

“Canadian First” and the “Corporation” mean Canadian First Financial Group Inc., a corporation existing under the CBCA, and its successors;

“CBCA” means the Canada Business Corporations Act and the regulations made thereunder, all as amended, supplemented or replaced from time to time;

“Circular” means the issuer bid circular accompanying and forming part of the Offer to Purchase;

“CRA” means the Canada Revenue Agency;

“Deposited Shares” means Shares validly deposited pursuant to the Offer, and to deposit Shares pursuant to the Offer means to validly deposit Shares to the Offer;

“Eligible Institution” means a Canadian Schedule I chartered bank, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP), or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States;

“Expiry Date” means August 23, 2016, or such later date or dates as may be fixed by Canadian First from time to time as provided under Section 8 of the Offer to Purchase entitled “Extension and Variation of the Offer”, in which event the term “Expiry Date” refers to the date on which the Offer, as so extended by Canadian First, will expire;

“Expiry Time” means 5:00 p.m. (Toronto time) on the Expiry Date, or such later time or times as may be fixed by Canadian First from time to time as provided under Section 8 of the Offer to Purchase entitled “Extension and Variation of the Offer”, in which event the term “Expiry Time” refers to the time at which the Offer, as so modified by Canadian First, will expire;

“formal valuation” has the meaning ascribed thereto in MI 61-101;

“Letter of Transmittal” means the letter of transmittal in the form accompanying the Offer and Circular, or a manually executed photocopy thereof;

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, as amended, supplemented or replaced from time to time;

- 7 -

“Non-Registered Shareholder” means a Shareholder whose Shares are held through an intermediary, including an investment dealer, stock broker, commercial bank, trust company or other nominee;

“Non-Resident Shareholder” has the meaning set out in Section 11 of the Circular entitled “Certain Canadian Federal Income Tax Considerations – Non-Residents of Canada”;

“Notice of Guaranteed Delivery” means the notice of guaranteed delivery in the form accompanying the Offer and Circular, or a manually executed photocopy thereof;

“Offer” means the offer by Canadian First hereunder to purchase from Shareholders for cash up to Cdn$800,000 in the aggregate of its Shares, on and subject to the terms and conditions set forth in the Offer and Circular and the accompanying Letter of Transmittal and Notice of Guaranteed Delivery, at a Purchase Price of Cdn$0.035 per Share;

“Offer and Circular” means the Offer to Purchase and the accompanying Circular, including the Summary, the Glossary and all schedules to the Offer and Circular;

“Offer to Purchase” means the formal offer to purchase dated July 18, 2016 which is accompanied by the Circular, and which, together with the Letter of Transmittal and Notice of Guaranteed Delivery, sets forth the terms and conditions of the Offer;

“OSA” means the Securities Act (Ontario) and the regulations made thereunder, all as amended, supplemented or replaced from time to time;

“Purchase Price” means Cdn$0.035 per Share, being the price per Share that Canadian First will pay for Shares validly deposited pursuant to the Offer and not withdrawn;

“Registered Shareholder” means a Shareholder in whose name Shares are registered as recorded in the Corporation’s shareholder register(s) maintained by the Corporation’s transfer agent, Computershare Investor Services Inc.;

“Shareholders” means, collectively, the holders of Shares, whether registered or beneficial and “Shareholder” means any one of them;

“Shares” means the issued and outstanding common shares of Canadian First and “Share” means any one common share of Canadian First, each of which carries one vote per share;

“Special Resolution” means the special resolution to be approved at the Annual and Special Meeting related to a reduction in the Corporation’s stated capital for the purposes of the Offer;

“take up” in reference to Shares means to accept such Shares for payment by giving written notice of such acceptance to the Corporation and “taking up” and “taken up” have corresponding meanings;

“Tax Act” means the Income Tax Act (Canada) and all regulations made thereunder, all as amended, supplemented or replaced from time to time;

“Valuation” means the formal valuation report dated July 18, 2016 delivered by the Valuator to the Board;

“Valuation Engagement Letter” means the engagement letter dated as of June 24, 2016 pursuant to which the Valuator was engaged to prepare and deliver the Valuation to the Board in connection with the Offer; and

“Valuator” means Evans & Evans Inc., the independent valuator retained by Canadian First to complete a formal valuation and a liquidity opinion of the Shares in accordance with MI 61-101.

- 8 -

OFFER TO PURCHASE

To the Shareholders of the Corporation:

1. THE OFFER

Canadian First hereby offers to purchase for cancellation from Shareholders for cash up to a maximum of Cdn$0.035 of its Shares upon the terms and subject to the conditions set forth in the Offer and Circular and the accompanying Letter of Transmittal and Notice of Guaranteed Delivery.

The Offer will commence on July 18, 2016, the date of the sending of the Offer and Circular, and will expire at 5:00 p.m. (Toronto time) on August 23, 2016, or at such later time and date to which the Offer may be extended by Canadian First.

The Offer is not conditional upon any minimum number of Shares being deposited. However, the Offer is subject to certain conditions described in Section 6 of the Offer to Purchase entitled “Conditions of the Offer”. Canadian First reserves the right to withdraw the Offer and not take up and pay for any Shares deposited under the Offer unless all such conditions are satisfied or waived.

Subject to the satisfaction or waiver by Canadian First of the conditions of the Offer, all Shareholders who have validly deposited and have not withdrawn their Shares will receive the Purchase Price, payable in cash, for all Shares taken up and purchased by Canadian First, upon and subject to the terms of the Offer, including the provisions relating to pro-ration described herein. The Purchase Price will be payable in Canadian dollars. See Section 7 of the Offer to Purchase entitled “Acceptance for Payment and Payment for Deposited Shares – Payment”. All payments for purchased Shares will be subject to deduction of any applicable withholding taxes. See Section 11 of the Circular entitled “Certain Canadian Federal Income Tax Considerations”.

Canadian First will return all Shares not purchased under the Offer, including Shares not purchased because of pro-ration, promptly after the Expiry Date. Registered Shareholders who deposit their Shares directly to the Corporation will not be obligated to pay any brokerage fees or commissions. Non- Registered Shareholders who hold their Shares through an investment dealer, stock broker, commercial bank, trust company or other nominee should consult with such persons regarding whether any fees or commissions will apply in connection with a deposit of Shares pursuant to the Offer.

The Board has authorized and approved the Offer. Neither the Corporation nor the Board makes any recommendation to Shareholders as to whether to deposit or refrain from depositing any or all of such Shareholder’s Shares pursuant to the Offer. Shareholders are strongly urged to review and evaluate carefully all information in the Offer and Circular, to consult their own financial, tax and legal advisors, and to make their own decisions as to whether to deposit Shares to the Offer and, if so, how many Shares to deposit.

Canadian First is making the Offer as it considers the Offer to be an effective use of the Corporation’s cash resources and an equitable and efficient means of distributing capital of up to Cdn$800,000 in the aggregate to Shareholders.

The Board has determined to set the Purchase Price at Cdn$0.035 per Share. The Purchase Price was determined having regard to the fair market value of the Shares provided for in the Valuation. The Valuator determined that the fair market value per Share falls within the range of Cdn$0.033 to Cdn$0.037. See also Section 3 of the Circular entitled “Purpose of the Offer and Recommendation of the Board” and Section 4 of the Circular entitled “Valuation” for further details.

Shareholders must decide for themselves whether to deposit Shares under the Offer and are also urged to consult their own investment, tax and legal advisors.

The accompanying Circular, which is incorporated into and forms part of this Offer to Purchase, and the related Letter of Transmittal and Notice of Guaranteed Delivery all contain important information which should be read

- 9 -

carefully before making a decision with respect to the Offer. Taxable shareholders are also urged to carefully consider the income tax consequences of depositing Shares under the Offer. See Section 11 of the Circular entitled “Certain Canadian Federal Income Tax Considerations” for further details.

2. PURCHASE PRICE

The Purchase Price will be Cdn$0.035 per Share. Upon the terms and subject to the conditions of the Offer (including the pro-ration provisions described herein), all Shareholders who have validly deposited and not withdrawn their Shares will receive the Purchase Price, payable in cash (but subject to applicable withholding taxes, if any), for all Shares purchased.

Shareholders depositing Shares to the Offer can reasonably expect to have such Shares purchased at the Purchase Price if any Shares are purchased under the Offer (subject to the pro-ration provisions described herein).

3. NUMBER OF SHARES AND PRO-RATION

As at July 18, 2016, there were 75,754,562 Shares issued and outstanding. Subject to the satisfaction or waiver by Canadian First of the conditions of the Offer, Canadian First will purchase for cancellation, at the Purchase Price, the Deposited Shares up to a maximum aggregate Purchase Price of Cdn$800,000. The maximum number of Shares that will be purchased for cancellation under the Offer is 22,857,143 representing approximately 30% of the total number of issued and outstanding Shares.

If the number of Deposited Shares (not withdrawn in accordance with Section 5 of this Offer to Purchase entitled “Withdrawal Rights”) is less than or equal to 22,857,143, Canadian First will, upon the terms and subject to the conditions of the Offer, purchase at the Purchase Price all Deposited Shares.

If the number of Deposited Shares (not withdrawn in accordance with Section 5 of this Offer to Purchase entitled “Withdrawal Rights”) is greater than 22,857,143, such Deposited Shares will be purchased on a pro rata basis according to the number of Shares deposited (with adjustments to avoid the purchase of fractional Shares).

4. PROCEDURE FOR DEPOSITING SHARES

Proper Deposit of Shares

To validly deposit Shares pursuant to the Offer, (i) the certificates for all Deposited Shares in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal (or a manually executed photocopy thereof) relating to such Shares with signatures guaranteed by an Eligible Institution if so required in accordance with the Letter of Transmittal, and any other documents required by the Letter of Transmittal, must be received by the Corporation at its office address listed in the Letter of Transmittal by the Expiry Time, or (ii) the guaranteed delivery procedure described below must be followed.

A Non-Registered Shareholder who wishes to deposit Shares under the Offer should immediately contact such person’s investment dealer, stock broker, commercial bank, trust company or other nominee in order to take the necessary steps to be able to deposit such Shares under the Offer.

Signature Guarantees

No signature guarantee is required on the Letter of Transmittal if either (i) the Letter of Transmittal is signed by the Registered Shareholder(s) exactly as the name(s) of the Registered Shareholder(s) appears on the Share certificate deposited therewith and payment and delivery is to be made directly to such Registered Shareholder(s) or (ii) Shares are deposited by an Eligible Institution. See Instruction 4 of the Letter of Transmittal. In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution.

- 10 -

If a certificate representing Shares is registered in the name of a person other than the person signing the Letter of Transmittal, or if payment or delivery is to be made, or certificates representing Shares not purchased or deposited are to be issued to a person other than the Registered Shareholder, the certificate must be endorsed or accompanied by an appropriate share transfer power of attorney, in either case, duly and properly completed and signed exactly as the name of the Registered Shareholder appears on the certificate with the signature on the certificate or share transfer power of attorney guaranteed by an Eligible Institution.

Procedure for Guaranteed Delivery

If a Shareholder wishes to deposit Shares pursuant to the Offer and cannot deliver certificates for such Shares, or time will not permit all required documents to reach the Corporation prior to the Expiry Time, such Shares may nevertheless be deposited if all the following conditions are met:

(a) such deposit is made by or through an Eligible Institution;

(b) a properly completed and duly executed Notice of Guaranteed Delivery, or a manually executed photocopy thereof, in the form provided by Canadian First is received by the Corporation as set out in the Notice of Guaranteed Delivery, prior to the Expiry Time; and

(c) the certificates for all Deposited Shares in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal, or a manually executed photocopy thereof, relating to such Shares, with signatures guaranteed by an Eligible Institution if so required in accordance with the Letter of Transmittal, and any other documents required by the Letter of Transmittal, are received by the Corporation at its office address as set out in the Notice of Guaranteed Delivery before 5:00 p.m. (Toronto time) on or before the third business day after the Expiry Date.

The Notice of Guaranteed Delivery may be delivered by hand, courier or mail, or transmitted by facsimile transmission to the office of the Corporation, as set out therein, and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.

The tender information specified in a Notice of Guaranteed Delivery by a person completing such Notice of Guaranteed Delivery will, in all circumstances, take precedence over any inconsistent tender information that is specified in the related Letter of Transmittal that is subsequently deposited.

Notwithstanding any other provision hereof, payment for Shares deposited and accepted for payment pursuant to the Offer will be made only after timely receipt by the Corporation of certificates for such Shares, a properly completed and duly executed Letter of Transmittal (or a manually executed photocopy thereof) relating to such Shares, with signatures guaranteed if required, and any other documents required by the Letter of Transmittal.

Method of Delivery

The method of delivery of certificates representing Shares and all other required documents is at the option and risk of the depositing Shareholder. If certificates representing Shares are to be sent by mail, registered mail with return receipt requested, properly insured, is recommended and the mailing must be made sufficiently in advance of the Expiry Date to permit delivery to the Corporation at or prior to the Expiry Time. Delivery will be effective only upon actual receipt of share certificates representing such Shares by the Corporation.

Determination of Validity

All questions as to the number of Shares to be accepted and taken up, the price per Share to be paid therefor, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any deposit of Shares, will be determined by Canadian First, in its sole discretion, which determination will be final and binding on all parties. The Corporation reserves the absolute right to reject any or all deposits of Shares judged by it not to be in proper form or which, in the opinion of its counsel, may be unlawful for it to accept under

- 11 -

the laws of any jurisdiction. The Corporation also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in any deposit of Shares. No deposit of Shares will be deemed to be validly made until all defects and irregularities have been cured or waived. Neither the Corporation nor any other person will be under any duty to give notification of any defect or irregularity in deposits or incur any liability for failure to give any such notice. The Corporation’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the Notice of Guaranteed Delivery) will be final and binding.

Under no circumstances will interest accrue or be paid by Canadian First on the Purchase Price to any person depositing Shares regardless of any delay in making payment, including any delay in making payment to any person using the guaranteed delivery procedures, and the payment for Shares deposited pursuant to the guaranteed delivery procedures will be the same as that for Shares delivered to the Corporation on or prior to the Expiry Date, even if the Shares to be delivered pursuant to the guaranteed delivery procedures are not so delivered to the Corporation at such date and, therefore, payment by the Corporation on account of such Shares is not made until after the date the payment for the Deposited Shares accepted for payment pursuant to the Offer is to be made by the Corporation.

Formation of Agreement

The proper deposit of Shares pursuant to any one of the procedures described above will constitute a binding agreement between the depositing Shareholder and the Corporation, effective as of the time at which Canadian First takes up Shares deposited by the depositing Shareholder, upon the terms and subject to the conditions of the Offer contained herein and in the Letter of Transmittal.

Further Assurances

Each Shareholder accepting the Offer covenants under the terms of the Letter of Transmittal to execute, upon request of Canadian First, any additional documents, transfers and other assurances as may be necessary or desirable to complete the sale, assignment and transfer of the Deposited Shares to the Corporation. Each authority therein conferred or agreed to be conferred may be exercised during any subsequent legal incapacity of such Shareholder and will, to the extent permitted by law, survive the death or incapacity, bankruptcy or insolvency of the Shareholder and all obligations of the Shareholder therein will be binding upon the heirs, personal representatives, successors and assigns of such Shareholder.

5. WITHDRAWAL RIGHTS

Except as otherwise expressly provided in this Section 5 or otherwise required or permitted by applicable laws, all deposits of Shares pursuant to the Offer will be irrevocable. Shares deposited pursuant to the Offer may be withdrawn by or on behalf of the depositing Shareholder: (a) at any time up to and including the Expiry Date; (b) at any time when the Shares have not been taken up by Canadian First; (c) at any time before the expiration of ten days from the date that a notice of change or variation (other than a variation that (i) consists solely of an increase in the consideration offered for the Shares under the Offer where the time for deposit is not extended for greater than ten days, or (ii) consists solely of the waiver of one or more conditions of the Offer) has been given in accordance with Section 8 of this Offer to Purchase entitled “Extension and Variation of the Offer”; or (d) if the Shares have not been paid for by Canadian First within three business days after having been taken up.

For a withdrawal to be effective, a written notice of withdrawal must be actually physically received in a timely manner by the Corporation at the place of deposit of the relevant Shares. Any such notice of withdrawal must be signed by or on behalf of the person(s) who signed the Letter of Transmittal or Notice of Guaranteed Delivery that accompanied the Shares being withdrawn and must specify the name of the person(s) who deposited the Shares to be withdrawn, the name of the Registered Shareholder(s), if different from that of the person(s) who deposited such Shares, and the number of Shares to be withdrawn. If the certificates have been delivered or otherwise identified to the Corporation then, prior to the release of such certificates, the depositing Shareholder must submit the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of Shares deposited by an Eligible Institution or if the notice of withdrawal is signed by the Registered Shareholder(s)

- 12 -

exactly as the name(s) of the Registered Shareholder(s) appears on the certificate representing the Shares deposited with the Letter of Transmittal. A withdrawal of Shares deposited pursuant to the Offer can be accomplished only in accordance with the foregoing procedure. The withdrawal will take effect only upon actual receipt by the Corporation of the properly completed and executed written notice.

All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Canadian First, in its sole discretion, which determination will be final and binding on all parties. Neither the Corporation nor any other person will be obligated to give any notice of any defects or irregularities in any notice of withdrawal and none of them will incur any liability for failure to give any such notice.

A Non-Registered Shareholder who wishes to withdraw Shares under the Offer and whose certificate is registered in the name of an investment dealer, stock broker, bank, trust company or other nominee should immediately contact such nominee in order to take the necessary steps to be able to withdraw such Shares under the Offer.

Any Shares validly withdrawn will thereafter be deemed not to have been deposited for purposes of the Offer. However, withdrawn Shares may be redeposited prior to the Expiry Time by again following the procedures described in Section 4 of this Offer to Purchase entitled “Procedure for Depositing Shares”.

If Canadian First (i) extends the period of time during which the Offer is open, (ii) is delayed in its purchase of Shares, or (iii) is unable to purchase Shares pursuant to the Offer for any reason, then, without prejudice to the Corporation’s rights under the Offer, the Corporation may, subject to applicable law, retain on behalf of the Corporation all Deposited Shares, and such Deposited Shares may not be withdrawn except to the extent depositing Shareholders are entitled to withdrawal rights as described in this Section 5 of this Offer to Purchase entitled “Withdrawal Rights”.

6. CONDITIONS OF THE OFFER

Notwithstanding any other provision of the Offer, Canadian First will not be required to accept for purchase, to purchase or pay for any Shares deposited and may withdraw, terminate, cancel, extend or amend the Offer or may postpone the take up and payment for Shares deposited if, at any time before the payment for any such Shares, any of the following events will have occurred (or will have been determined by the Corporation, in its sole judgment, to have occurred) which, in the Corporation’s sole judgment in any such case and regardless of the circumstances, makes it inadvisable to proceed with the Offer or with such acceptance for purchase or payment:

(a) there shall have been threatened, instituted or pending any action or proceeding by any government or governmental authority or regulatory or administrative agency in any jurisdiction, or by any other person in any jurisdiction, before any court or governmental authority or regulatory or administrative agency in any jurisdiction, (i) challenging or seeking to cease trade, make illegal, delay or otherwise directly or indirectly restrain or prohibit the making of the Offer or the acceptance for payment of some or all of the Shares by the Corporation, or otherwise directly or indirectly relating in any manner to or affecting the Offer, or (ii) that, in the sole judgment of the Corporation, has or may have a material adverse effect on the Shares or the business, income, assets, liabilities, properties, condition (financial or otherwise), operations, results of operations or prospects of the Corporation and its subsidiaries taken as a whole, or has or may materially impair the contemplated benefits of the Offer to the Corporation;

(b) there shall have been any approval withheld or any action or proceeding threatened, instituted or pending or taken or any statute, rule, regulation, stay, decree, judgment or order or injunction proposed, sought, enacted, enforced, promulgated, amended, issued or deemed applicable to the Offer or the Corporation or any of its subsidiaries, by any court, government or governmental authority or regulatory or administrative agency or any statute, rule or regulation shall become operative or applicable in any jurisdiction that might directly or indirectly result in any of the consequences referred to in clause (i) or (ii) of paragraph (a) above or that would or might prohibit, prevent, restrict

- 13 -

or delay consummation of the Offer or would or might materially impair the contemplated benefits of the Offer to the Corporation or otherwise make it inadvisable to proceed with the Offer;

(c) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any securities exchange or in the over-the-counter market in Canada or the United States, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in Canada or the United States (whether or not mandatory), (iii) a natural disaster or the commencement or material worsening of a war, armed hostilities, act of terrorism or other international or national calamity directly or indirectly involving Canada or the United States, (iv) any limitation by any governmental, regulatory or administrative authority or agency or any other event that might affect the extension of credit by banks or other lending institutions, (v) any change in the general political, market, economic or financial conditions that has or may have a material adverse effect on the Corporation’s business, operations or prospects or the trading in, or value of, the Shares, (vii) any decline in any of the S&P/TSX Composite Index, the Dow Jones Industrial Average or the S&P 500 Index by an amount in excess of 10%, measured from the close of business on July 18, 2016, or (viii) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof;

(d) there shall have occurred any change or changes (or any development involving any prospective change or changes) in the business, income, assets, liabilities, properties, condition (financial or otherwise), operations, results of operations or prospects of the Corporation or its subsidiaries that, individually or in the aggregate, has, have or may have a material adverse effect on the Corporation and its subsidiaries taken as a whole;

(e) the Valuator shall have withdrawn or amended the Valuation in respect of the Offer;

(f) the Special Resolution shall not have been approved at the Annual and Special Meeting;

(g) Canadian First shall have concluded that the Offer or the taking up and payment for any or all of the Deposited Shares by the Corporation is illegal or otherwise not in compliance with applicable laws, or that necessary exemptions under applicable securities legislation in Canada, including exemptions from the obligation to take up Shares in the event that the Offer is extended in certain circumstances, are not available on acceptable terms to the Corporation in respect of the Offer and, if required under any such legislation, the Corporation shall not have received the necessary exemptions from or waivers of the appropriate courts or securities regulatory authorities in respect of the Offer;

(h) any take-over bid or tender or exchange offer with respect to some or all of the securities of Canadian First, or any amalgamation, arrangement, merger, business combination or acquisition proposal, disposition of assets, or other similar transaction with or involving Canadian First or any of its affiliates, other than the Offer, or any solicitation of proxies, other than by management, to seek to control or influence the Board, shall have been proposed, announced or made by any individual or entity;

(i) any change shall have occurred or been proposed to the Tax Act or the current published administrative policies or assessing practices of the CRA or other relevant taxing authority or to relevant tax jurisprudence (including without limitation with respect to any such tax authority or tax jurisprudence the United States Internal Revenue Service and the application and interpretation of the Internal Revenue Code of 1986, as amended) that is detrimental to the Corporation, its affiliates or any one or more Shareholders or with respect to making the Offer or taking up and paying for the Shares pursuant to the Offer; or

(j) Canadian First shall have determined that Canadian First would be subject to Part VI.1 tax under the Tax Act in connection with the Offer.

- 14 -

The foregoing conditions are for the sole benefit of Canadian First and may be asserted by the Corporation, in its sole discretion, regardless of the circumstances (including any action or inaction by the Corporation) giving rise to any such conditions, or may be waived by the Corporation, in its sole discretion, in whole or in part at any time. The failure by the Corporation at any time to exercise its rights under any of the foregoing conditions will not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and circumstances will not be deemed a waiver with respect to any other facts and circumstances; and each such right will be deemed an ongoing right which may be asserted at any time or from time to time. Any determination by the Corporation concerning the events described in this Section 6 will be final and binding on all parties.

Any waiver of a condition by Canadian First, or the withdrawal of the Offer by the Corporation, will be deemed to be effective on the date on which written notice of such waiver or withdrawal is delivered or otherwise communicated to Shareholders. If the Offer is withdrawn, the Corporation will not be obligated to take up, accept for purchase or pay for any of the Deposited Shares, and the Corporation will, as soon as practicable, return all certificates for Deposited Shares, Letters of Transmittal and Notices of Guaranteed Delivery and any related documents to the parties by whom they were deposited.

7. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR DEPOSITED SHARES

If all conditions referred to in Section 6 of this Offer to Purchase entitled “Conditions of the Offer”, have been satisfied or waived by Canadian First at or prior to the Expiry Time, the Corporation will, subject to the terms and conditions of the Offer (including the pro-ration provisions described herein) take up and pay for Shares validly deposited pursuant to the Offer and not withdrawn promptly after the Expiry Time upon the terms of the Offer and subject to and in accordance with applicable securities laws. The Corporation will pay for Deposited Shares within three business days after taking up such Deposited Shares and cancel such Deposited Shares promptly following payment.

Number of Shares

The Corporation reserves the right, in its sole discretion, to delay taking up or paying for any Deposited Shares or to terminate the Offer and not take up or pay for any Deposited Shares if any condition referred to in Section 6 of this Offer to Purchase entitled “Conditions of the Offer” is not satisfied or waived, by giving written notice thereof or other communication confirmed in writing to the Shareholders. The Corporation also reserves the right, in its sole discretion and notwithstanding any other condition of the Offer, to delay taking up and paying for Deposited Shares in order to comply, in whole or in part, with any applicable law.

Payment

Each Registered Shareholder who has tendered Shares under the Offer will receive payment of the Purchase Price for accepted Shares in Canadian dollars. Shares taken up and paid for by Canadian First will be promptly cancelled by Canadian First.

Each Non-Registered Shareholder who has tendered Shares under the Offer will receive payment of the Purchase Price for accepted Shares in Canadian dollars, unless such Non-Registered Shareholder contacts the intermediary in whose name such Non-Registered Shareholder’s Shares are registered and requests that the intermediary make an election on their behalf to receive the Purchase Price per Share in United States as described below. If the intermediary does not make an election on such Non-Registered Shareholder’s behalf, such Non-Registered Shareholder will receive payment in Canadian dollars.

In the event of pro-ration of Deposited Shares, the Corporation will determine the pro-ration factor and pay for those Deposited Shares accepted for payment promptly after the Expiry Date in accordance with this Section 7. However, the Corporation does not expect to be able to announce the final results of any such pro-ration for at least three business days after the Expiry Date. The Purchase Price for Shares deposited and purchased will be paid by cheque issued to the order of, and certificate(s) representing Shares not deposited or not purchased under the Offer will be issued or returned to, the person signing the relevant Letter of Transmittal or to the order of such other person as identified by the person signing such Letter of Transmittal, by properly completing

- 15 -

the boxes captioned “Special Payment Instructions” and/or “Special Delivery Instructions” in such Letter of Transmittal. In the absence of an address being provided, cheques or certificates will be forwarded to the address of the person as shown on the share register(s) for the Deposited Shares.

Certificates for all Shares not purchased, including Shares not purchased due to pro-ration and Shares not accepted for purchase pursuant to the terms and conditions of the Offer for any reason, will be returned promptly after the Expiry Date or termination of the Offer without expense to the depositing Shareholder.

The Corporation will forward, at the Corporation’s expense, cheques representing the cash payment for a Shareholder’s Shares taken up under the Offer and certificates representing all Shares not purchased by first-class mail, postage pre-paid, to the person signing the relevant Letter of Transmittal or to such other person or such other address as identified by the person in such Letter of Transmittal (unless, in the case of a cheque, the person signing the Letter of Transmittal instructs the Corporation to hold such cheque for pick-up) by properly completing the box captioned “Special Delivery Instructions” in such Letter of Transmittal. See Section 9 of this Offer to Purchase entitled “Payment in the Event of Mail Service Interruption” in the event of a real or possible mail service interruption. Cheques mailed in accordance with this paragraph will be deemed to have been delivered at the time of mailing.

If you are a Registered Shareholder and you deposit your Shares directly to the Corporation, you will not be obligated to pay any brokerage fees or commissions. If you are a Non-Registered Shareholder who holds your Shares through an investment dealer, stock broker, commercial bank, trust company or other nominee, you should consult with such persons regarding whether fees or commissions will apply in connection with a deposit of Shares pursuant to the Offer.

8. EXTENSION AND VARIATION OF THE OFFER

Subject to applicable law, Canadian First expressly reserves the right, in its sole discretion and regardless of whether or not any of the conditions specified under Section 6 of this Offer to Purchase entitled “Conditions of the Offer” have been satisfied or waived, at any time or from time to time, to extend the period of time during which the Offer is open or to vary the terms and conditions of the Offer by giving written notice of extension or variation to the Shareholders in the manner set forth under Section 11 of this Offer to Purchase entitled “Notice”, to all Shareholders. Any notice of extension or variation will be deemed to have been given and be effective on the day on which it is delivered or otherwise communicated in writing to the Shareholders.

Where the terms of the Offer are varied (other than (i) a variation consisting solely of the waiver of one or more conditions of the Offer, or (ii) a variation consisting solely of an increase in the consideration offered under the Offer where the Expiry Date is not extended for a period greater than ten days), the period during which Shares may be deposited pursuant to the Offer will not expire before ten days after the notice of variation has been given to Shareholders, unless otherwise permitted by applicable law and subject to abridgement or elimination of that period pursuant to such orders or other forms of relief as may be granted by applicable securities regulatory authorities.

During any such extension or in the event of any variation, all Shares previously deposited and not taken up or withdrawn will remain subject to the Offer and may be accepted for purchase by the Corporation in accordance with the terms of the Offer, subject to Section 5 of this Offer to Purchase entitled “Withdrawal Rights”. An extension of the Expiry Date or a variation of the Offer or change in information does not constitute a waiver by the Corporation of its rights under Section 6 of this Offer to Purchase entitled “Conditions of the Offer”.

If, prior to the Expiry Time, a variation in the terms of the Offer increases the consideration offered to Shareholders by the Corporation, such increase will be applicable to all Deposited Shares that are taken up pursuant to the Offer. The Purchase Price to be paid by the Corporation for any Shares taken up and paid for as a result of an extension of the Offer will be the same Purchase Price paid to Shareholders whose Shares are taken up and paid for pursuant to, and prior to the extension of, the Offer.

- 16 -

Notwithstanding the foregoing, except as required by applicable securities laws, the Offer may not be extended by the Corporation if all of the terms and conditions of the Offer have been satisfied, except those waived by the Corporation, unless the Corporation first takes up all Shares validly deposited under the Offer and not withdrawn.

The Corporation also expressly reserves the right, in its sole discretion, (i) to terminate the Offer and not to accept for purchase or pay for any Shares upon the occurrence of any of the events specified in Section 6 of this Offer to Purchase entitled “Conditions of the Offer”, or (ii) at any time or from time to time, to amend the Offer in any respect, including, without limitation, increasing or decreasing the maximum value of Shares that Canadian First may purchase and/or the range of prices it may pay pursuant to the Offer, subject to compliance with applicable Canadian securities laws .

If, prior to the Expiry Time or after the Expiry Time but before the expiry of all rights to withdraw Shares deposited to the Offer, a change (other than a change that is not within the control of the Corporation or its affiliates) has occurred in the information set forth in the Offer and Circular or in any notice of change or variation that would reasonably be expected to affect the decision of Shareholders to accept the Offer, the Corporation will cause a notice of change to be delivered to all Shareholders whose Shares have not been taken up as of the date of such change and will extend the time during which the Offer is open to the extent required under applicable Canadian securities laws.

Any such extension, delay, termination or amendment will be followed as promptly as practicable by a public announcement thereof. Without limiting the manner in which Canadian First may choose to make any public announcement, except as required by applicable law, Canadian First will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a news release through its usual news wire service.

9. PAYMENT IN THE EVENT OF MAIL SERVICE INTERRUPTION

Notwithstanding the provisions of the Offer and Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery, cheques in payment for Shares purchased under the Offer and certificates for any Shares to be returned will not be mailed if Canadian First determines that delivery by mail may be delayed. Persons entitled to cheques or certificates which are not mailed for this reason may take delivery at the office of the Corporation at which the deposited certificates for the Shares were delivered until the Corporation has determined that delivery by mail will no longer be delayed. The Corporation will provide notice as provided under Section 11 of this Offer to Purchase entitled “Notice”, of any determination not to mail under this Section 9 as soon as reasonably practicable after such determination is made. The deposit by the Corporation of cheques in these circumstances will constitute delivery to the persons entitled to them and payment for the Shares will be deemed to have been made immediately upon such deposit.

10. LIENS; DIVIDENDS

Shares acquired pursuant to the Offer will be acquired by Canadian First free and clear of all hypothecs, liens, charges, encumbrances, security interests, claims, restrictions and equities whatsoever, together with all rights and benefits arising therefrom, including, without limitation, the right to any and all dividends, distributions, payments, securities, rights, assets or other interests which may be declared, paid, issued, distributed, made or transferred on or in respect of such Shares to Shareholders of record on or after the date that Canadian First takes up and accepts for payment the Shares under the Offer. Any dividends, distributions, payments, securities, rights, assets or other interests which may be declared, paid, issued, distributed, made or transferred on or in respect of such Shares to Shareholders of record prior to the date upon which the Shares are taken up and accepted for payment under the Offer will be for the account of such Shareholders. Each Shareholder of record as of the applicable record date prior to the date upon which the Shares are taken up and accepted for payment under the Offer will be entitled to receive that dividend, distribution, payment, security, right, asset or other interest (if any), whether or not such Shareholder deposits Shares pursuant to the Offer.

Each depositing Shareholder will be bound by a representation and warranty that such Shareholder has full power and authority to deposit, sell, assign and transfer the Deposited Shares and any and all dividends, distributions, payments, securities, rights, assets or other interests which may be declared, paid, issued, distributed, made or

- 17 -

transferred on or in respect of the Deposited Shares with a record date on or after the date that Canadian First takes up and accepts for payment the Deposited Shares and that, if the Deposited Shares are accepted for purchase by Canadian First, Canadian First will acquire good title thereto, free and clear of all hypothecs, liens, charges, encumbrances, security interests, claims, restrictions and equities whatsoever, together with all rights and benefits arising therefrom.

11. NOTICE

Without limiting any other lawful means of giving notice, any notice to be given by Canadian First under the Offer will be deemed to have been properly and validly given if it is mailed by first-class mail, postage prepaid, to the Registered Shareholders at their respective addresses as shown on the share register(s) maintained in respect of the Shares and, except as otherwise provided in the Offer, will be deemed to have been received on the first business day following the date of mailing. These provisions apply despite (i) any accidental omission to give notice to any one or more Shareholders and (ii) an interruption of mail service in any relevant jurisdiction following mailing. In the event of any interruption of mail service following mailing, the Corporation will use reasonable efforts to disseminate the notice by other means, such as publication. Except as otherwise required or permitted by law, in the event that post offices in any relevant jurisdiction are not open for deposit of mail, or there is reason to believe there is or could be a disruption in all or any part of the postal service, any notice that the Corporation may give or cause to be given under the Offer will be deemed to have been properly and validly given and to have been received by Shareholders if it is issued by way of a news release.

12. OTHER TERMS

(a) No broker, dealer or other person has been authorized to give any information or to make any representation on behalf of the Corporation other than as contained in the Offer and Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery, and, if any such information or representation is given or made, it must not be relied upon as having been authorized by the Corporation.

(b) The Offer and all contracts resulting from the acceptance thereof are governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Each party to any agreement resulting from the acceptance of the Offer unconditionally and irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom.

(c) The provisions of the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery accompanying this Offer to Purchase, including the instructions contained therein, as applicable, form part of the terms and conditions of this Offer to Purchase.

(d) The Corporation, in its sole discretion, will be entitled to make a final and binding determination of all questions relating to the interpretation of the Offer, the Offer and Circular, the Letter of Transmittal, the Notice of Guaranteed Delivery, the validity of any acceptance of the Offer, the pro rata entitlement of each depositing Shareholder, if applicable, and the validity of any withdrawals of Shares.

(e) The Offer is not being made to, nor will deposits of Shares be accepted from or on behalf of, Shareholders residing in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. The Corporation may, in its sole discretion, take such action as it may deem necessary to make the Offer in any such jurisdiction and to extend the Offer to Shareholders in any such jurisdiction.

Neither the Corporation nor the Board makes any recommendation to Shareholders as to whether to deposit or refrain from depositing any or all of such Shareholder’s Shares pursuant to the Offer. Shareholders are strongly urged to review and evaluate carefully all information in the Offer and Circular, to consult their own financial, tax and legal advisors, and to make their own decisions as to whether to deposit Shares to the Offer and, if so, how many Shares to deposit.

- 18 -

The accompanying Circular, together with this Offer to Purchase, constitutes the issuer bid circular required under Canadian securities legislation with respect to the Offer. Shareholders are urged to carefully review the accompanying Circular and the related Letter of Transmittal and Notice of Guaranteed Delivery for additional information relating to the Offer and the Corporation.

Dated: July 18, 2016 CANADIAN FIRST FINANCIAL GROUP INC. By: “Karl Straky” Name: Karl Straky Title: Chief Executive Officer

- 19 -

CIRCULAR

This Circular is being furnished in connection with the Offer by Canadian First to purchase for cash up to a maximum of Cdn$800,000 of its Shares for cancellation, upon the terms and subject to the conditions set forth in the accompanying Offer to Purchase, at a Purchase Price of Cdn$0.035 per Share. Capitalized words and defined terms used in this Circular, unless otherwise defined herein, have the meanings given to them above under the heading “Glossary” of the Offer to Purchase. The terms and conditions of the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery are incorporated into and form part of this Circular. Reference is made to the Offer to Purchase for details of the terms and conditions of the Offer.

1. CANADIAN FIRST FINANCIAL GROUP INC.

Canadian First is a corporation governed under the CBCA pursuant to articles of amalgamation dated January 1, 2011, as amended from time to time.

Canadian First manages a premier network of 34 independently owned and operated CFF Centres. Our CFF Centre owners also own and operate top mortgage brokerage firms with over 900 mortgage agents. Collectively, the connected CFF Centre agents provide financial services to over 20,000 clients annually and originate in excess of seven billion dollars in mortgage volume through their connected mortgage companies. Canadian First provides an alternative in local communities to the traditional retail banking system by empowering its independent owners and agents to expand their product offering in order to solve More financial challenges of their clients.

The registered and head office of the Corporation is located at 110 - 3005 Marentette Avenue, Windsor, Ontario, N8X 4G1.

The Corporation’s authorized capital consists of an unlimited number of: (i) Shares; (ii) subordinate voting shares; (iii) first preference shares; and (iv) second preference shares. As at the date of the Offer and Circular, there were 75,754,562 Shares issued and outstanding, and no other shares issued and outstanding.

2. BACKGROUND TO THE OFFER

On June 21, 2015, the Board met to discuss, among other things, the merits of pursuing a substantial issuer bid and the terms on which such a bid might be made. During its deliberations, the Board considered a number of relevant factors, including the potential uses for the Corporation’s available cash resources.

The Board determined to proceed with the Offer. The Valuator was engaged on June 24, 2016 as an independent and qualified valuator to commence their review and preparation of a formal valuation of the Shares in accordance with MI 61-101.

On July 15, 2016, the Valuator delivered the Valuation to the Board. Pursuant to the Valuation, based on the scope of the Valuator’s review and subject to the assumptions provided therein, as of June 30, 2016, the Valuator determined that the fair market value per Share falls within the range of Cdn$$0.033 to Cdn$0.037. See Section 4 of the Circular entitled “Valuation”.

At a meeting on July 15, 2016, after considering the various factors set out above and below in Section 3 of this Circular entitled “Purpose of the Offer and Recommendation of the Board”, the Board ratified the making of the Offer and the pricing under the Offer, approved the Offer and Circular, the Letter of Transmittal and Notice of Guaranteed Delivery and approved various other matters relating to the Offer.

3. PURPOSE OF THE OFFER AND RECOMMENDATION OF THE BOARD

Canadian First believes that the purchase of Shares under the Offer represents an effective use of the Corporation’s financial resources and is in the best interests of Canadian First.

The Board gave careful consideration to a number of factors, including the following:

- 20 -

(a) the expenditure of up to Cdn$800,000 to purchase Shares is an effective use of the Corporation’s cash resources;

(b) the Offer is an equitable and efficient means of distributing capital of up to Cdn$800,000 in cash to Shareholders;

(c) after giving effect to the Offer, Canadian First is expected to continue to have sufficient financial resources and working capital to conduct its ongoing operations;

(d) the deposit of Shares under the Offer is optional and is available to all Shareholders, and all Shareholders are free to accept or reject the Offer, subject to applicable legal constraints;

(e) the Offer is not conditional on any minimum number of Shares being deposited;

(f) the Offer provides Shareholders who are considering the sale of all or a portion of their Shares with the opportunity to sell such Shares for cash; and

(g) Shareholders who do not deposit their Shares under the Offer will realize a proportionate increase in their equity interest in Canadian First to the extent that Shares are purchased by Canadian First pursuant to the Offer.

The foregoing summary of information and factors is not intended to be an exhaustive list of the information and factors considered by the Board in determining to authorize and approve the Offer, but includes the material factors considered by the Board in reaching its decision. The Board evaluated various factors, including those summarized above, in light of their own knowledge of the business, assets, financial condition, operations and prospects of Canadian First and based upon the advice of their advisors. In view of the numerous factors considered, the Board did not find it practicable to, and did not quantify or otherwise attempt to assign relative weight to specific factors in reaching its decision. In addition, individual members of the Board may have given different weight to different factors. The determination of the Board to approve the Offer was made after careful consideration, evaluation and deliberation of all of the factors involved and various other information.

None of the Corporation or the Board makes any recommendation to Shareholders as to whether to deposit or refrain from depositing any or all of such Shareholder’s Shares pursuant to the Offer. No person has been authorized to make any such recommendation. Shareholders are strongly urged to review and evaluate carefully all information in the Offer and Circular, including the Valuation, to consult their own financial, tax and legal advisors, and to make their own decisions as to whether to deposit Shares to the Offer and, if so, how many Shares to deposit. The Valuation contains the Valuator’s opinion that, based on the scope of its review and subject to the assumptions, restrictions and limitations provided therein, as of June 30, 2016, the fair market value per Share falls within the range of Cdn$0.033 to Cdn$0.037.

Shareholders who do not tender their Shares to the Offer or whose Shares are not accepted due to pro-ration should be aware that while remaining Shareholders will have a proportionately increased equity interest in the Corporation, the amounts available for future returns of capital to Shareholders, if any, on a per Share basis may be less than the Purchase Price under the Offer and future values of the Shares cannot be assured and are subject to risks.

- 21 -

4. VALUATION

The Valuator was engaged by the Board as the independent valuator to prepare a formal valuation of the Shares in accordance with MI 61-101. The Valuation contains the Valuator’s opinion that, based on the scope of its review and subject to the assumptions, restrictions and limitations provided therein, as of June 30, 2016, the fair market value per Share falls within the range of Cdn$0.033 to Cdn$0.037. A copy of the Valuation is attached hereto as Schedule A.

Shareholders are urged to read the Valuation in its entirety. References to the Valuation in this Circular are qualified in their entirety by reference to the full text of the Valuation. The Valuator provided the Valuation solely for the information and assistance of the Board in connection with their consideration of the Offer. The Valuation is not, and should not be considered to be, a recommendation to Shareholders, or to others, to take any course of action. The Valuation has been prepared solely for the purposes stated, it may not have considered issues relevant to third parties and the Valuator has no responsibility whatsoever to any third party. Any use of the Valuation by a third party is entirely at its own risk.

Engagement of Valuator

Pursuant to the Valuation Engagement Letter, the Corporation engaged the Valuator to prepare, under the supervision of the Board, the Valuation in accordance with MI 61-101.

The terms of the Valuation Engagement Letter provide that the Valuator is to be paid a total fee of $15,000 for services to be rendered thereunder. In addition, the Valuator is to be reimbursed for its reasonable out-of-pocket expenses and is to be indemnified by the Corporation under certain circumstances. No part of the Valuator’s fee is contingent upon the conclusions reached in the Valuation or on the completion of the Offer.

Credentials of Valuator

The Valuator is a Canadian boutique investment banking firm with offices and affiliates in Canada, the U.S. and Asia. The Valuator offers a range of independent and advocate services to its clients including capital formation assistance, mergers and acquisitions advice, valuation and fairness opinions, business due diligence, business planning and market and competitive research.

The Valuation is the opinion of the Valuator and the form and content thereof have been reviewed and approved for release by a group of managing directors of the Valuator, each of whom is experienced in merger, acquisition, divestiture, valuation and fairness opinion matters.

Independence of Valuator

None of the Valuator or any of their affiliated entities (as such term is defined for purposes of MI 61-101):

i. is an associated or affiliated entity or issuer insider (as such terms are defined for the purposes of MI 61-101) of the Corporation or its respective associates or affiliates;

ii. is an advisor to the Corporation in connection with the Offer;

iii. is a manager or co-manager of a soliciting dealer group formed in respect of the Offer (or a member of such a group performing services beyond the customary soliciting dealer’s functions or receives more than the per security or per security holder fees payable to the other members of the group);

iv. has a financial incentive in respect of the conclusions reached in the Valuation or on the completion of the Offer;

v. has a material financial interest in the completion of the Offer;

- 22 -

vi. during the 24 months before the Valuator was first contacted by the Corporation in respect of the Offer, had a material involvement in an evaluation, appraisal or review of the financial condition of the Corporation or any of its affiliated entities, acted as a lead or co-lead underwriter of a distribution of securities of the Corporation or any of its affiliated entities or had a material financial interest in transactions involving the Corporation or any of its affiliated entities except as described in the Valuation; or

vii. is a lead or co-lead lender or manager of a lending syndicate in respect of the Offer or a lender of a material amount of indebtedness to the Corporation or any of its affiliated entities.

The Valuator is of the view, and the Board has determined on the basis of the foregoing, that the Valuator is qualified and independent of the Corporation for the purposes of MI 61 101.

5. PRIOR VALUATIONS

Pursuant to the provisions of MI 61-101, an issuer making an offer for its securities must, with certain limited exceptions, disclose every prior valuation or appraisal of its securities or any material asset made in the 24 months before the date of such offer whether or not prepared by an independent valuator, which would reasonably be expected to affect the decision of a security holder to retain or dispose of the securities affected by the offer. To the knowledge of the directors and officers of Canadian First, after reasonable enquiry, other than the Valuation prepared in connection with the Offer, a copy of which is attached hereto as Schedule A, no “prior valuations” (as such term is defined in MI 61-101) regarding Canadian First, its securities or material assets have been prepared within the 24 months preceding the date hereof.

6. BONA FIDE PRIOR OFFERS

No bona fide offer that relates to the Shares or is otherwise relevant to the Offer has been received by the Corporation during the 24 months preceding the date that the Offer was publicly announced.

7. FINANCIAL INFORMATION

A copy of the Corporation’s most recent audited consolidated financial statements for the fiscal year ended December 31, 2015 will be provided in connection with the annual meeting of the Corporation scheduled for August 24, 2016. Shareholders who wish to obtain a copy of these financial statements may do so, without charge, upon request to the Vice President, Finance and Operations of Canadian First, 110-3005 Marentette Avenue, Windsor, Ontario N8X 4G1, Telephone: (519) 250-3666 ext. 529 or by e-mail to the Vice President, Finance and Operations at epappini@canadianfirstfinancialcentres.com.

8. PRICE RANGE OF SHARES; DIVIDENDS; PREVIOUS SALES AND PURCHASES OF SHARES

Authorized and Outstanding Capital

The Corporation’s authorized capital consists of an unlimited number of: (i) Shares; (ii) subordinate voting shares; (iii) first preference shares; and (iv) second preference shares. As at the date hereof, there are 75,754,562 Shares issued and outstanding, and no other shares issued and outstanding. Holders of Shares are entitled to receive notice of, attend and vote at all meetings of Shareholders on the basis of one vote per Share held. As at the date hereof, no series of preferred shares has been created and there are no issued and outstanding preferred shares. The directors may fix, from time to time, before the issue of any series of preferred shares, the rights, privileges, restrictions and conditions attaching to each such series, including, without limitation, the issue price per share, the dividend rate, any redemption or conversion terms and any sinking fund provisions. With respect to the payment of dividends and the distribution of assets in the event of liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, the preferred shares are entitled to preference over the Shares and any other shares ranking junior to the preferred shares and may also be given such other preference over the

- 23 -

Shares and any other shares ranking junior to the preferred shares as may be determined at the time of creation of each series.

Trading of Shares

As the Shares are not listed and posted on any exchange, there is no public trading market for the Shares.

Dividend Policy

As of the date of this circular, the Corporation has not adopted a dividend policy.

Previous Purchases and Sales of Shares

Excluding securities purchased or sold pursuant to the exercise of warrants, conversion rights or employee stock options or in connection with security based compensation arrangements, no securities of the Corporation have been purchased or sold by the Corporation during the 12 months preceding the date of the Offer, except for nominal consideration.

Previous Distributions of Shares

Except as described below, during the five years preceding the Offer, Canadian First has not made any distribution of Shares. To the knowledge of Canadian First, there have not been any distributions of Shares from the holdings of a “control person”, as defined in applicable Canadian securities laws.

Year Shares Issued $ 1.15 $ 1.05 $ 1.010. $ 1.00 $ 0.95 $ 0.001 $ 0.000

2011 95,912 - 95,912 - - - - - 2012 1,168,954 434,783 343,082 391,089 - - - - 2013 45,807,564 - 335,739 148,513 12,000,000 33,323,312 - - 2014 4,601,301 - - - 2,319,409 2,163,302 118,590 - 2015 14,350,661 - - - - 2,473,436 10,788,883 1,088,342

Total 66,024,392 434,783 774,733 539,602 14,319,409 37,960,050 10,907,473 1,088,342

9. OWNERSHIP OF CANADIAN FIRST SECURITIES; TRANSACTIONS IN CANADIAN FIRST SECURITIES

Ownership of Securities of Canadian First The following table indicates, as at July 18, 2016, the number of outstanding securities of Canadian First beneficially owned, or over which control or direction was exercised, by each director and officer of Canadian First and, to the knowledge of Canadian First after reasonable enquiry, by each associate and affiliate of Canadian First, each insider of Canadian First (other than the directors and officers), and each associate and affiliate of such insider. Canadian First does not beneficially own, or have direction or control over, any outstanding securities of any class of the Corporation. No person or company is acting jointly or in concert with Canadian First in connection with the Offer.

- 24 -

Name Relationship with

Canadian First

Number of Shares and percentage of

Outstanding Shares held (%)

Number of deferred share

units and percentage of outstanding

deferred share units held

(%)

Number of stock options and

percentage of outstanding stock

options held (%)

Adam Bazuk Director 64,354 (0.1%) - - (0.0%) Robert Leeming Chairman, Director 3,741,724 (4.9%) - 145,060 (7.0%) Michael Lloyd Director - (0.0%) - - (0.0%)

Martin MacLachlan Director 5,263,157 (6.9%) - - (0.0%) Enzo Pappini Vice President, Finance

and Operations 310,920 (0.4%) - 130,980 (6.3%)

Ron Rowbotham Director 4,575,836 (6.0%) - 23,023 (0.0%) David Trithart Director 10,526 (0.0%) - - (0.0%) Karl Straky Chief Executive Officer,

Director 4,029,210 (5.3%) - - (0.0%)

Gerry Wagner Director 1,220,467 (1.6%) - - (0.0%)

Notes:

(1) The information concerning securities beneficially owned, directly or indirectly, or over which control or direction is exercised, not being entirely within the knowledge of Canadian First, has been furnished by the respective directors and officers listed above.

(2) The percentage of outstanding securities disclosed is calculated as the number of securities of the class held by such director or officer divided by the aggregate number of securities of that same class issued and outstanding as of the date hereof. (3) Mr. MacLachlan is the Corporate Secretary and General Counsel of Canaccord Genuity Group Inc. (“Canaccord Genuity”), which owns 5,263,157 Shares. He is the board member appointed by Canaccord Genuity pursuant to a shareholders’ agreement dated as of September 6, 2013 with certain shareholders regarding the manner in which shareholders will vote their Shares for the election of directors of the Corporation. To the knowledge of the Corporation, as at July 18, 2016, all directors and officers of Canadian First as a group beneficially owned, controlled or held directly or indirectly, an aggregate of 19,216,194 Shares, or 25.4% of the outstanding Shares. No person or company is acting jointly or in concert with the Corporation in connection with the Offer. To the knowledge of the directors and officers of Canadian First, after reasonable enquiry, the only persons or companies that beneficially own or exercise control or direction over Shares carrying more than 10% of the votes attached to the Shares as of July 18, 2016, are included in the chart above. Acceptance of the Offer To the knowledge of the Corporation, after reasonable enquiry, no director or officer of the Corporation, no associate or affiliate of a director or officer or the Corporation, no insider of the Corporation, no associate or affiliate of the Corporation or of any insider of the Corporation has accepted or intends to accept the Offer and deposit any of such person’s or company’s Shares to the Offer. However, in the event that the circumstances or decisions of any such persons or companies change, they may decide to tender Shares to the Offer or sell their Shares during the period prior to the Expiry Date.

- 25 -

Effect of Offer on Voting Interests In the event that Canadian First purchases 22,857,143 Shares pursuant to the Offer (the maximum number of Shares that the Corporation could purchase), the effect of the Offer will be to increase the equity and voting interest of continuing Shareholders by 30%. Commitments to Acquire Shares Canadian First has no agreements, commitments or understandings to purchase, and will not purchase prior to the Expiry Time, Shares, other than pursuant to the Offer. To the knowledge of the Corporation, after reasonable enquiry, no person or company named above under “Ownership of Canadian First Securities; Transactions in Canadian First Securities” has any agreement, commitment or understanding to purchase Shares.

Benefits from the Offer To the knowledge of the Corporation, after reasonable enquiry, no person or company named above under “Ownership of Canadian First Securities; Transactions in Canadian First Securities” will receive any direct or indirect benefit from accepting or refusing to accept the Offer, other than those benefits available to any Shareholder from accepting or refusing to accept the Offer. Agreements, Commitments or Understandings with Security Holders There are no agreements, commitments or understandings made or proposed to be made between the Corporation and any security holder of the Corporation with respect to the Offer.

10. MATERIAL CHANGES IN THE AFFAIRS OF CANADIAN FIRST AND OTHER MATERIAL FACTS

Except as described or referred to herein, Canadian First is not aware of any material fact concerning the Shares or any other matter not previously generally disclosed and known to the Corporation that would reasonably be expected to affect the decision of Shareholders to accept or reject the Offer. See Section 7 of this Circular entitled “Financial Information”. Except as described or referred to herein or as otherwise publicly disclosed, the Corporation has no current plans or proposals to make any material change in its business, corporate structure, management or personnel. Canadian First currently has no intention to acquire Shares from Shareholders who do not accept the Offer by way of compulsory acquisition. Canadian securities laws prohibit Canadian First and its affiliates from acquiring any Shares other than pursuant to the Offer until at least 20 business days after the Expiry Date or the date of termination of the Offer. Subject to applicable law, Canadian First may in the future purchase additional Shares on the open market, pursuant to normal course issuer bids, in private transactions, through subsequent issuer bids, or otherwise. Any such purchases may be on the same terms or on terms that are more or less favourable to Shareholders than the terms of the Offer. Any possible future purchases by Canadian First will depend on many factors, including the market price of the Shares, the Corporation’s business and financial position, the results of the Offer, and general economic and market conditions. 11. CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Wildeboer Dellelce LLP, counsel to the Corporation, the following is a summary, as of the date hereof, of the principal Canadian federal income tax considerations generally applicable under the Income Tax Act (Canada) (the “Tax Act”) to a Shareholder who is a resident of Canada for the purposes of the Tax Act and any income tax convention between Canada and another country who holds the Shares as capital property and who is, or who is deemed to be, deals at arm's length with, and is not affiliated with, the Corporation.

Generally, Shares will be considered to be capital property to a Shareholder provided that the Shareholder does not hold the Shares in the course of carrying on a business and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade. A Shareholder whose Shares might not

- 26 -

otherwise qualify as capital property may, in certain circumstances, make an irrevocable election under subsection 39(4) of the Tax Act to have the Shares and every “Canadian security”, as defined in the Tax Act, owned by such Shareholder in the taxation year of the election and in all subsequent taxation years deemed to be capital property. This summary is not applicable to a Shareholder: (i) that is a “financial institution” as defined in the Tax Act for purposes of the mark-to-market rules; (ii) that is a “specified financial institution” as defined in the Tax Act; ( iii) that at any time has an “at-risk adjustment”, as defined in the Tax Act; (iv) that is a partnership or trust; (v) that has made a functional currency reporting election for purposes of the Tax Act; (vi) an investment in which would constitute a “tax shelter investment” within the meaning of the Tax Act; (vii) that enters into a “derivative forward agreement” or a “synthetic disposition arrangement”, within the meaning of the Tax Act, in respect of the Shares; or (viii) that is a corporation that is, or becomes as part of a transaction or event or series of transactions or events that includes the prior acquisition of the Shares controlled by a non-resident corporation for the purposes of the foreign affiliate dumping rules in section 212.3 of the Tax Act. This summary is of a general nature only and is based upon the provisions of the Tax Act and the regulations thereunder in force as of the date hereof, all specific proposals to amend the Tax Act and the regulations thereunder that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”) and counsel's understanding of the current published administrative policies and assessing practices of the CRA. This summary assumes the Proposed Amendments will be enacted in the form proposed. However, no assurance can be given that the Proposed Amendments will be enacted in the form proposed, if at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Proposed Amendments, does not take into account any changes in the law, whether by legislative, governmental or judicial action, nor does it take into account provincial, territorial or foreign tax considerations, which may differ significantly from those discussed herein.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Shareholder, and no representations with respect to the income tax consequences to any Shareholder. Shareholders should consult their own tax advisors for advice with respect to the tax consequences to them of the purchase for cancellation of the Shares pursuant to this Offering, having regard to their particular circumstances.

Residents of Canada Disposition of Shares A Shareholder who sells Shares to Canadian First pursuant to the Offer will not be deemed to receive a dividend since the Purchase Price for each Share is less than its “paid-up capital”, as such term is defined in the Tax Act. Taxation of Capital Gains and Losses A Shareholder will realize a capital gain (or capital loss) on the disposition of the Shares equal to the amount by which the Shareholder’s proceeds of disposition (being the Purchase Price), net of any costs of disposition, exceed (or are less than) the adjusted cost base to the Shareholder of the Shares sold to Canadian First pursuant to the Offer. A Shareholder will be required to include in computing its income for a taxation year one-half of any capital gain (a “taxable capital gain”) realized by it in that year on the disposition of the Shares. One-half of the amount of any capital loss (an “allowable capital loss”) realized by it in that year on the disposition of the Shares may deducted from other taxable capital gains realized by the Shareholder in that year, and any excess may be carried back to any of the three preceding taxation years or carried forward to any subsequent taxation year and deducted against net taxable capital gains realized in such years, to the extent and under the circumstances specified in the Tax Act.

- 27 -

The amount of a capital loss realized on the disposition of a share by a Shareholder that is a corporation may, to the extent and under the circumstances specified in the Tax Act, be reduced by the amount of dividends received or deemed to be received on the Shares. Similar rules may apply where Shares are owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. A Shareholder who is an individual, including a trust, may have all or a portion of any capital loss on the sale of Shares under the Offer denied if the “superficial loss” rules in the Tax Act apply. This may arise where the Shareholder (or a person affiliated with the t Shareholder for purposes of the Tax Act) acquires additional Shares in the period commencing 30 days prior to, and ending 30 days after, the disposition of the Shares under the Offer. Resident Shareholders are urged to consult their own tax advisors with respect to the “superficial loss” rules. Similarly, a Shareholder that is a corporation may have all or a portion of any capital loss on the sale of the Shares under the Offer suspended if it (or a person affiliated with it for purposes of the Tax Act) acquires additional Shares in the period commencing 30 days prior, and ending 30 days after, the disposition of Shares under the Offer. A Shareholder that is a corporation is urged to consult its own tax advisors with respect to the “suspended loss” rules. A Shareholder that is a Canadian-controlled private corporation throughout the year (as defined in the Tax Act) may be liable to pay an additional refundable tax on its “aggregate investment income” for the year, which is defined to include an amount in respect of taxable capital gains (but not dividends, or deemed dividends, deductible in computing taxable income). Alternative Minimum Tax A capital gain realized, or a dividend received (or deemed to be received) by a Shareholder who is an individual, including a trust (other than certain specified trusts), as a result of the sale of Shares pursuant to the Offer may give rise to a liability for alternative minimum tax. Such Shareholders should consult their own tax advisors with respect to the alternative minimum tax rules set out in the Tax Act. Non-Residents of Canada The following portion of the summary is applicable to a Shareholder who, at all relevant times for purposes of the Tax Act: (i) is not resident or deemed to be resident in Canada, (ii) does not use or hold, and is not deemed to use or hold, its Shares in connection with carrying on a business in Canada, (iii) deals at arm’s length with, and is not affiliated with, Canadian First, (iv) whose Shares are not taxable Canadian property, and (v) is not an insurer that carries on an insurance business in Canada and elsewhere (“Non- Resident Shareholder”). No portion of the Purchase Price paid to a Non-Resident Shareholder will be subject to Canadian withholding tax. Only in exceptional circumstances will a Non-Resident Shareholder will be liable for taxation in Canada in respect of any capital gain realized. 12. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS

Canadian First is not aware of any license or regulatory permit that is material to the Corporation’s business that might be adversely affected by the Corporation’s acquisition of Shares pursuant to the Offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency in any jurisdiction, that would be required for the acquisition or ownership of Shares by the Corporation pursuant to the Offer and that has not been obtained on or before the date hereof. Should any such approval or other action be required, the Corporation currently contemplates that such approval would be sought or other action would be taken. Canadian First cannot predict whether it may determine that it must delay the acceptance for payment of Shares deposited pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if required, would be obtained or taken or would be obtained or taken without substantial conditions or that the failure to obtain or take any such approval or other action might not result in adverse consequences to the Corporation’s business.

- 28 -

The Offer is an “issuer bid” within the meaning of MI 61-101. MI 61-101 provides that, unless exempted, an issuer proposing to carry out an issuer bid is required to engage an independent and qualified valuator to prepare a formal valuation of the affected securities and provide to the holders of the affected securities a summary of such valuation. The Corporation has obtained a formal valuation of the Shares from an independent and qualified valuator. See Section 4 of the Circular entitled “Valuation”. A copy of the Valuation is attached hereto as Schedule A. 13. SOURCE OF FUNDS

Canadian First has adequate freely available cash on hand to fund the purchase of the maximum number of Shares that could be purchased under the Offer. 14. STATUTORY RIGHTS

Securities legislation in the provinces and territories of Canada provides Shareholders with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or to damages, if there is a misrepresentation in a circular or notice that is required to be delivered to the Shareholders. However, such rights must be exercised within prescribed time limits. Shareholders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult a lawyer. 15. FEES AND EXPENSES

No fee or commission will be payable by any Shareholder who deposits such Shares directly with the Corporation in connection with the Offer. If a Non-Registered Shareholder holds Shares through an investment dealer, stock broker, commercial bank, trust company or other nominee, that Shareholder should consult with such persons regarding whether fees or commissions will apply in connection with a deposit of Shares pursuant to the Offer. Investment dealers, stock brokers, commercial banks, trust companies and other nominees may, in certain circumstances, be reimbursed by the Corporation for customary clerical and mailing expenses incurred by them in forwarding materials to their customers. The Valuator was retained by Canadian First to provide a valuation of the fair market value of the Shares in accordance with MI 61-101. In connection with the engagement of the Valuator to prepare the Valuation, the Valuator will be paid a fee and will be reimbursed for certain expenses by Canadian First, which fees and expense are not contingent in whole or in part upon the outcome of the Offer or the Valuator’s conclusions in the Valuation. The Valuator’s fees and expenses are estimated to be approximately Cdn$15,000 (excluding HST) in the aggregate. Assuming the maximum number of Shares are purchased under the Offer, Canadian First is expected to incur fees and expenses of approximately Cdn$60,000 (excluding HST) in connection with the Offer, including filing, legal, printing, translation and mailing fees and expenses and the fees related to the Valuation provided by the Valuator. Such fees and expenses will be paid by Canadian First from available cash on hand. 16. DIRECTORS’ APPROVAL

The contents of the Offer and Circular have been approved, and the sending, communicating or delivery of the Offer and Circular to the Shareholders of Canadian First has been authorized by the Board.

CERTIFICATE

The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

DATED: July 18, 2016

(Signed) “Karl Straky” (Signed) “Enzo Pappini”

KARL STRAKY Chief Executive Officer

ENZO PAPPINI Vice President, Finance and Operations

On behalf of the Board of Directors

(Signed) “Robert Leeming” (Signed) “Gerry Wagner”

ROBERT LEEMING Chairman, Director

GERRY WAGNER Director

CONSENT OF WILDEBOER DELLELCE LLP

TO: The Board of Directors of Canadian First Financial Group Inc.

We consent to the reference to our opinion contained under “Certain Canadian Federal Income Tax Considerations” in the offer to purchase and accompanying issuer bid circular of Canadian First Financial Group Inc. dated July 18, 2016 and the inclusion of the foregoing opinion therein.

DATED: July 18, 2016 (Signed) WILDEBOER DELLELCE LLP

CONSENT OF EVANS & EVANS INC.

TO: The Board of Directors of Canadian First Financial Group Inc.

We refer to the formal valuation dated July 18, 2016 which we prepared for the Board of Directors of Canadian First Financial Group Inc. in connection with the offer to purchase made by Canadian First Financial Group Inc. to the holders of its common shares. We hereby consent to the filing of the formal valuation with the applicable securities regulatory authorities and the inclusion of our name and our valuation opinion and report dated July 18, 2016 in Canadian First Financial Group Inc.’s offer to purchase and accompanying issuer bid circular and references thereto in the sections entitled “The Offer”, “Conditions of the Offer”, “Background to the Offer”, “Purpose of the Offer and Recommendation of the Board”, “Valuation” and “Fees and Expenses” in the offer to purchase and accompanying issuer bid circular dated July 18, 2016.

DATED: July 18, 2016 (Signed) EVANS & EVANS INC.

SCHEDULE A VALUATION

EVANS & EVANS, INC.

COMPREHENSIVE VALUATION REPORT

CANADIAN FIRST FINANCIAL GROUP INC.

Windsor, Ontario

July 18, 2016

Comprehensive Valuation Report

Canadian First Financial Group Inc.

July 18, 2016

EVANS & EVANS, INC.

CANADIAN FIRST FINANCIAL GROUP INC.

TABLE OF CONTENTS

1.0 ASSIGNMENT AND BACKGROUND .............................................................. 1

2.0 VALUATION OPINION...................................................................................... 3

3.0 DEFINITION OF MARKET VALUE ................................................................ 3

4.0 SCOPE OF THE REPORT ................................................................................. 4

5.0 CONDITIONS OF THE REPORT ..................................................................... 6

6.0 ASSUMPTIONS OF THE REPORT .................................................................. 7

7.0 FINANCIAL HISTORY ...................................................................................... 8

8.0 FINANCIAL PROJECTIONS ............................................................................ 9

9.0 TANGIBLE ASSET BACKING .......................................................................... 9

10.0 REDUNDANT ASSETS ....................................................................................... 9

11.0 BUSINESS AND MARKET SUMMARY ASSESSMENTS .......................... 10

12.0 METHODLOGIES ............................................................................................. 12

13.0 VALUATION APPROACH FOR THE SHARES........................................... 13

14.0 VALUATION OF THE SHARES ..................................................................... 15

15.0 QUALIFICATIONS AND CERTIFICATION ................................................ 17

16.0 RESTRICTIONS AND CONDITIONS ............................................................ 18

17.0 SCHEDULES ...................................................................................................... 19

(i)

Comprehensive Valuation Report

Canadian First Financial Group Inc.

July 18, 2016 Page 1

EVANS & EVANS, INC.

1.0 ASSIGNMENT AND BACKGROUND

1.1 Assignment

Evans & Evans, Inc. (“Evans & Evans” or the “authors of the Report”) was engaged by

Canadian First Financial Group Inc. (“CFFG” or the “Company”) to prepare an

independent Comprehensive Valuation Report (the “Report”) with regard to the fair market

value of the Company’s common shares (the “Shares”) on a per share basis as at June 30,

2016 (the “Valuation Date”).

CFFG is a private company that has authorized an issuer bid (the “Bid”) pursuant to which

the Company will offer to purchase for cancelation a to be determined number of the

Shares. Given the planned Bid, the Company has requested the Report in order to have an

independent opinion as to the fair market value of the Shares as at a current date. The

Report is subject to the requirements listed as part of Multilateral Instrument 61-101-

Protection of Minority Security Holders in Special Transactions (the “Instrument”). Evans

& Evans is independent to CFFG within the meaning of the Instrument.

The Report may be used for inclusion in any included in any shareholder documents or

correspondence related to the Bid. The Report may also be placed on CFFG’s file.

As Evans & Evans will be relying extensively on information, materials and

representations provided to us by the Company’s management and associated

representatives, the authors of the Report will require that the Company’s management

confirm to Evans & Evans in writing that the information and management’s

representations contained in the Report are accurate, correct and complete, and that there

are no material omissions of information that would affect the conclusions contained in the

Report.

Evans & Evans, or its staff and associates, will not assume any responsibility or liability

for losses incurred by CFFG and/or its shareholders, management or any other parties as a

result of the circulation, publication, reproduction, or use of the Report, or any excerpts

thereto contrary to the provisions of this section of the Report. Evans & Evans also reserves

the right to review all calculations included or referred to in the Report and, if Evans &

Evans considers it necessary, to revise the Report in light of any information existing at the

Valuation Date which becomes known to Evans & Evans after the date of the Report.

Unless otherwise indicated, all monetary amounts are stated in Canadian dollars.

1.2 Background of CFFG

The Company was formed by amalgamation under the Canada Business Corporations Act

(“CBCA”) on January 1, 2011. CFFG offers financial services directly to consumers

through its network of independently owned Canadian First Financial Centres (each a “CFF

Centre” and together the “Network”). As at the Valuation Date, the Company had 34 CFF

Comprehensive Valuation Report

Canadian First Financial Group Inc.

July 18, 2016 Page 2

EVANS & EVANS, INC.

Centres located throughout Ontario, Manitoba, Saskatchewan, Alberta and British

Columbia.

The Company’s mandate is to develop products which could be sold to the distribution

Network and become a retail alternative to a bank or credit union. CFFG intends to grow

its market share in the Canadian financial services market by providing products, advice

and convenience through the Network.

The Company has three wholly-owned operating subsidiaries: Canadian First Financial

Investments Limited (“CFF Investments”); Canadian First Financial Insurance Services

Limited (“CFF Insurance”); and, Canadian First Financial Centres Limited (“CFFC”).

Prior to October 2015, the Company also operated a Schedule 1 bank - CFF Bank, formerly

named MonCana Bank of Canada. The Company sold the CFF Bank in October of 2015

in a transaction outlined below. The Company also has two subsidiaries with no ongoing

operations.

Each CFF Centre is a corporation incorporated under the CBCA. CFF Investments owns

15% of the common shares of each CFF Centre and each CFF Centre is a party to: (i) an

Associate Agreement with CFFC; and (ii) a CFF Centre Shareholder Agreement with CFF

Investments. The CFF Centre Shareholder Agreement governs the operation of the CFF

Centre and matters related to its capitalization and transfers of its shares.

The operators and partners in the CFF Centres are mortgage professionals that are looking

for additional products to sell to their clients, building a stronger relationship and a

potential source of recurring revenue. The Company believes that financial services

professionals will benefit themselves and their clients by establishing a CFF Centre and

joining the network. The CFF Centre earns commissions and incentives from the sale of

the financial products which are sourced through distribution agreements between CFFG

and various financial services companies.

CFFG has entered into referral and distribution agreements with Home Trust Company,

Liquid Capital Exchange Corp. (“LCX”) and Liquid Capital Exchange Inc. (“LCXI”) and

Flexiti Financial Inc. to distribute various consumer and small business products. These

agreements are currently short-term in nature, but the Company is hoping to extend them

over the long-term and also enter into new agreements in order to have a broad group of

products and services which can be distributed through its Network.

Home Trust Transaction

On October 1, 2015 Home Capital Group Inc. (“Home Capital”), through its wholly-owned

subsidiary, Home Trust Company (“Home Trust”), completed the acquisition of all

outstanding common shares of CFF Bank. Home Trust acquired the shares of CFF Bank

in exchange for cash consideration of $28.1 million which was subject to a number of

holdbacks and adjustments.

Comprehensive Valuation Report

Canadian First Financial Group Inc.

July 18, 2016 Page 3

EVANS & EVANS, INC.

Financial Results and Financial Position.

Following the sale of the CFF Bank, the Company is completely reliant on the distribution

efforts of the CFF Centres in order to generate revenue. For the five months ended May

31, 206, the Company had revenues of approximately $444,000 and a net loss of $64,000

before adjustments.

The proceeds from the sale of the CFF Bank were used to repay outstanding debt and

accordingly, as at May 31, 2016 the Company had approximately $2.6 million in cash and

no debt.

As at the Valuation Date there were 75,754,562 Shares issued and outstanding. In addition,

the Company had 946,736 vested options (the “Options”) with exercise prices less than

$0.01.

2.0 VALUATION OPINION

It is the opinion of Evans & Evans, Inc., given the scope of its engagement and with

reference to its engagement letter that the fair market value of a Share, as at the Valuation

Date (i.e. June 30, 2016), is in the range of $0.033 to $0.037.

A Comprehensive Valuation Report provides the highest level of assurance regarding the

valuation conclusion. This Valuation Opinion as well as the entire Report is subject to the

scope of the work conducted (refer to section 3.0) as well as the assumptions made (refer

to section 5.0) and to all of the other sections of the Report.

3.0 DEFINITION OF MARKET VALUE

For the purposes of our Report, Evans & Evans has been requested by the Company to

refer to the Instrument. Fair market value as defined in the Instrument is “the monetary

consideration that, in an open and unrestricted market, a prudent and informed buyer

would pay to a prudent and informed seller, each acting at arm’s length with the other and

under no compulsion to act”.

The Instrument definition of fair market value is in line with the Canadian Institute of

Chartered Business Valuators definition of fair market value – “the highest price available

in an open and unrestricted market between informed and prudent parties, acting at arms’

length and under no compulsion to act, expressed in terms of cash.”

With respect to the market for the shares of a company viewed “en bloc” there are, in

essence, as many “prices” for any business interest as there are purchasers and each

purchaser for a particular “pool of assets”, be it represented by overlying shares or the

assets themselves, can likely pay a price unique to it because of its ability to utilize the

assets in a manner peculiar to it. In any open market transaction, a purchaser will review a

potential acquisition in relation to what economies of scale (e.g., reduced or eliminated

competition, ensured source of material supply or sales, cost savings arising on business

Comprehensive Valuation Report

Canadian First Financial Group Inc.

July 18, 2016 Page 4

EVANS & EVANS, INC.

combinations following acquisitions, and so on), or “synergies” that may result from such

an acquisition. Theoretically, each corporate purchaser can be presumed to be able to enjoy

such economies of scale in differing degrees and therefore each purchaser could pay a

different price for a particular pool of assets than can each other purchaser.

Based on our experience, it is only in negotiations with such a special purchaser that

potential synergies can be quantified and even then, the purchaser is generally in a better

position to quantify the value of any special benefits than is the vendor. The shares have

been valued initially en bloc.

4.0 SCOPE OF THE REPORT

The authors of the Report have reached the assessments contained herein by relying on the

following:

Interviewed management of CFFG in order to gain an understanding of the background

of the development. Evans & Evans interviewed Karl Straky, Chief Executive Officer

and Director and Enzo Pappini, Vice President, Finance and Operations.

Interviewed two owners of a CFF Centres that are also directors of the Company in

order to gain an understanding of the value proposition of the Company from the

partners’ point of view.

Reviewed the Company’s draft Circular with respect to the Bid.

Reviewed the Company’s draft 2015 Offering Memorandum with respect to a private

placement of up to $20 million. The placement was underway as an effort to

recapitalize the CFF Bank.

Reviewed the draft Letter of Intent between the Company and Flexiti Financial Inc.

(“Flexiti”). Flexiti is in the business of providing private label open credit consumer

financing to consumers through its merchant partners and intends to expand its services

to provide open credit consumer financing directly to consumers. Flexiti and CFF wish

to partner to (i) promote the Merchant Services to the CFF Centres; and (ii) offer

Consumer Services. The term of the agreement is one year and renews upon mutual

agreement.

Reviewed information on Flexiti as available online. Flexiti is a Canadian sales

financing company founded in 2013. Its mission is to become the leading provider of

point-of-sale financing and payment solutions for small, independent businesses across

Canada.

Reviewed the draft Distribution Agreement between the Company and Home Trust.

Home Trust granted CFFG the license and exclusive right to provide CFF Bank

products to independent financial service professionals (including but not limited to,

Comprehensive Valuation Report

Canadian First Financial Group Inc.

July 18, 2016 Page 5

EVANS & EVANS, INC.

mortgage brokers, financial planners, and insurance advisors). Products sold by the

CFF Centres will include mortgages and retail banking products. The term of the

agreement will be until December 31, 2016, however, Evans & Evans did review an

email from Home Trust to the Company which indicated the potential of a longer-term

renewal based on performance.

Reviewed the Company’s May 2016 Financial Package prepared by management of

the Company for the Board of Directors.

Reviewed the management-prepared consolidated income statement and balance sheet

for the Company for the five months ended May 31, 2016 and the year ended December

31, 2015.

Reviewed a comparison of actual results to budget for revenues, expenses and net

income by month for the period ended May 31, 2016.

Reviewed a list of the Company’s CFF Centres and their locations. Also reviewed

pictures of various locations.

Reviewed a management proposal dated June 2016 that outlines management plan for

a key stakeholder alignment and go-forward plan for CFFG.

Reviewed the Company’s daft management-prepared forecast income statement and

balance sheet for the years ended December 31, 2016 to 2019. The forecast was

prepared based on the assumption CFFG is successful in realigning its equity structure

such that the owners of the CFF Centres hold a larger equity position in CFFG. The

financial model had not yet been approved by the Board of Directors of the Company

and therefore was not included in the Report.

Reviewed the Referral Fee Agreement between the Company and Liquid Capital

Exchange Corp. (“LCX”) and Liquid Capital Exchange Inc. (“LCXI”) dated April 4,

2016. LCX and LCXI will pay CFFG a percentage of the gross revenue generated

from any account originated by CFFG to LCX and/or LCXI. LCX and LCXI provide

working capital financing solutions such as factoring, purchase financing, and forms

of asset based lending. The agreement can be cancelled by either party given 30 days’

notice.

Reviewed a presentation outlining the proceeds from the sale of the CFF Bank to Home

Trust made to shareholders of the Company at the Special General Meeting. Also

reviewed a detailed breakdown of the proceeds received.

Reviewed the Shareholder Update provided at the 2015 Annual General Meeting.

Reviewed the Company’s corporate organizational chart.

Comprehensive Valuation Report

Canadian First Financial Group Inc.

July 18, 2016 Page 6

EVANS & EVANS, INC.

Reviewed the T2 Corporate Tax Return for the CFF Bank and Canadian First Financial

Group Inc. for the year ended December 31, 2014.

Reviewed the Unanimous Shareholder Agreement between CFF Investments and

9165932 Canada Inc. The agreement is representative of the agreements signed by the

Company with the CFF Centres. Also reviewed the standard Associate Agreement.

Reviewed the Canadian First Financial Holdings Limited Major Shareholders’

Agreement dated September 6, 2013.

Reviewed information on the market for the Company from such sources as: Mortgage

Professionals Canada, Canadian Home and Mortgage Corporation, Scotiabank, Credit

Union Central of Canada, D+H, Ratehub.ca Digital Money Trends Report,

Superbrokers.ca, CBC, Canadian Bankers Association, The Globe and Mail, Statistics

Canada, Financial Post, and the Bank of Canada.

Scope Restriction: Evans & Evans did not visit the Company’s office, but did

interview two members of the CFFG management team as outlined above. Evans &

Evans also reviewed pictures of the CFF Centres and interviewed owners of CFF

Centres.

5.0 CONDITIONS OF THE REPORT

The Report is intended for placement on CFFG’s file and may be submitted to the

Company’s shareholders as part of the Bid. The final Opinion may be included in any

materials provided to the Company’s shareholders.

The Report is not intended for submission to any tax authorities or for use in any court

proceedings.

Any use beyond that defined above is done so without the consent of Evans & Evans

and readers are advised of such restricted use as set out above.

Evans & Evans did rely only on the information, materials and representations

provided to it by the Company. Evans & Evans did apply generally accepted valuation

principles to the financial information it did receive from the Company.

We have assumed that the information which is contained in the Report, is accurate,

correct and complete, and that there are no material omissions of information that

would affect the conclusions contained in the Report that the Company is aware of.

Evans & Evans did attempt to verify the accuracy or completeness of the data and

information available.

Comprehensive Valuation Report

Canadian First Financial Group Inc.

July 18, 2016 Page 7

EVANS & EVANS, INC.

Should the assumptions used in the Report be found to be incorrect, then the valuation

conclusion may be rendered invalid and would likely have to be reviewed in light of

correct and/or additional information.

Evans & Evans denies any responsibility, financial or legal or other, for any use and/or

improper use of the Report however occasioned.

Evans & Evans’s assessments and conclusion is based on the information that has been

made available to it. Evans & Evans reserves the right to review all information and

calculations included or referred to in the Report and, if it considers it necessary, to

revise part and/or its entire Report in light of any information which becomes known

to Evans & Evans during or after the date of this Report.

The Report, and more specifically the assessments and views contained therein, is

meant as independent review of the Shares as at June 30, 2016. The authors of the

Report make no representations, conclusions, or assessments, expressed or implied,

regarding the Company, the Shares or events after the date of which final information

was provided to Evans & Evans. The information and assessments contained in the

Report pertain only to the conditions prevailing at the time the Report was substantially

completed in June and July of 2016.

Evans & Evans as well as all of its Principal’s, Partner’s, staff or associates’ total

liability for any errors, omissions or negligent acts, whether they are in contract or in

tort or in breach of fiduciary duty or otherwise, arising from any professional services

performed or not performed by Evans & Evans, its Principal, Partner, any of its

directors, officers, shareholders or employees, shall be limited to the fees charged and

paid for the Report. No claim shall be brought against any of the above parties, in

contract or in tort, more than two years after the date of the Report.

6.0 ASSUMPTIONS OF THE REPORT

In arriving at its conclusions, Evans & Evans have made the following assumptions:

1) As at the Valuation Date all assets and liabilities of the Company have been recorded

in its accounts and financial statements and follow International Financial Reporting

Standards.

2) An audit of the Company’s financial statements for the five months ended May 31,

2016 and the year ended December 31, 2015 would not result in any material changes

to the management-prepared financial statements provided to the authors of the Report.

3) Based on management representations, there was no material change in the Company’s

financial position between the date of the most recent financial statements (May 31,

2016) and the Valuation Date unless noted in the Report.

Comprehensive Valuation Report

Canadian First Financial Group Inc.

July 18, 2016 Page 8

EVANS & EVANS, INC.

4) The Company has satisfactory title to all of its respective assets and intellectual

property and there are no liens or encumbrances on such assets nor have any assets

been pledged in any way.

5) CFFG and all of its related parties and their principals had no contingent liabilities,

unusual contractual arrangements, or substantial commitments, other than in the

ordinary course of business, nor litigation pending or threatened, nor judgments

rendered against, other than those disclosed by management and included in the Report

that would affect the evaluation or comment.

6) Evans & Evans has assumed that the Company and all of its related parties and its

principals have no current and/or other contingent liabilities, unusual contractual

arrangements, or substantial commitments, other than in the ordinary course of

business, nor litigation pending or threatened, nor judgments rendered against, other

than those disclosed by management and included in the Report, (the Report is not a

formal fairness opinion) that would affect Evans & Evans’ evaluation or comments.

7) The Company has complied with all government taxation, import and export and

regulatory practices as well as all aspects of its contractual agreements that would have

an effect on the Report, and there are no other material agreements entered into by the

Company that are not disclosed in the Report.

8) At the Valuation Date, no specific special purchaser(s) was/were identified that would

pay a premium to purchase 100% of the issued and outstanding shares of the Company

This Report is based upon information made available to Evans & Evans and on the

assumptions that have been made. Evans & Evans reserves the right to review all

information and calculations included or referred to in this Report and, if we consider it

necessary, to revise our views in the light of any information which becomes known to us

during or after the date of this Report.

7.0 FINANCIAL HISTORY

The authors of the Report reviewed management-prepared financial statements for the five

months ended May 31, 2016 and the year ended December 31, 2015. The reader is advised

to refer to the summary of such financial statements in Schedule 1.0 – Historical Financial

Statements. Historical results have been common-sized to indicate trends.

The financial results from prior years (2011 to 2014) were not deemed relevant to the

analysis as the Company’s primary asset and revenue generator prior to 2015 was the CFF

Bank. Following the sale of the CFF Bank, the Company’s financial position and financial

results changed dramatically.

Comprehensive Valuation Report

Canadian First Financial Group Inc.

July 18, 2016 Page 9

EVANS & EVANS, INC.

8.0 FINANCIAL PROJECTIONS

The Company did provide a draft four year forecast based on the following key

assumptions: (1) CFFG is successful in re-structuring its equity ownership such that the

majority owners of the CFF Centres become larger shareholders in CFFG; (2) new

distribution agreements are entered into such that the CFF Centres have more products to

sell; (3) the agreement with Home Trust is extended beyond December 31, 2016; and, (4)

the Company is successful in growing its network of CFF Centres significantly.

As the financial model had not yet been approved by the Board of Directors of CFFG,

Evans & Evans did not rely on the forward-looking results and as such they have not been

included in the Report.

9.0 TANGIBLE ASSET BACKING

In determining the underlying book value of a company or business, it is useful to view the

tangible asset backing (“TAB”) as at the Valuation Date.

The value of a firm’s tangible assets affects a purchaser’s analysis of the risk inherent in

investing in that firm. TAB is defined as the aggregate fair market value of all tangible and

identifiable intangible assets of a business, where the latter have values that can be

separately determined under a going-concern assumption, minus all liabilities. Tangible

assets represent the assets required in operations such as fixed assets and working capital

net of operating liabilities such as bank debt. Identifiable intangible assets are assets such

as patents, trademarks, customer relationships and licences.

TAB provides insight into the risk associated with the particular investment because, in a

worst case scenario, the net tangible assets of the company could be sold. The proceeds

realized could then be used to relieve the liabilities of the company and recoup shareholder

investment. The TAB also provides an indication of the capital investment required to enter

the market. In this case, the TAB provides an indication of the potential financial barrier to

entry for new competitors.

The authors of the Report have reviewed the May 31, 2016 balance sheet of the Company

and made certain adjustments in order to determine the tangible asset backing of CFFG as

at the Valuation Date.

The reader is advised to refer to Schedule 2.0 – Net Asset Value for the detailed

calculations.

10.0 REDUNDANT ASSETS

Redundant assets are defined as those assets that are not required in the day-to-day

operation of a business, and accordingly can be liquidated or put to some alternative use

without risk to the business. The fair market value of a corporation’s redundant assets

increases the fair market value of its shares otherwise determined under an income-based

Comprehensive Valuation Report

Canadian First Financial Group Inc.

July 18, 2016 Page 10

EVANS & EVANS, INC.

and/or asset based approach. Alternatively, at the Valuation Date, a firm’s capital structure

may be over-levered when compared to industry norms. The degree of over-leverage is

considered a negative redundancy and must be adjusted for in determining the firm’s fair

market value. In reviewing the Company’s financial position as at the Valuation Date,

Evans & Evans is of the view that the Company has no positive or negative redundancies.

11.0 BUSINESS AND MARKET SUMMARY ASSESSMENTS

In arriving at the valuation conclusions contained herein, the authors of the Report have

considered the following assessments.

1. The Company is in the midst of pivoting its business model following the sale of the

CFF Bank and as such has a limited operating history under the new model. While

CFFG has been successful in reducing its monthly operating expenses, revenues are

not currently sufficient to cover costs. Based on the first five months of operations,

the Company is on track for revenues of approximately $1.0 million in 2016. As noted

earlier, CFFG is completely reliant on the sales efforts of the CFF Centres in selling

third-party financial products to their existing mortgage customers. Given its reliance

on the CFF Centres, which are independently owned and operated, there is limited

ability for CFFG to drive revenues beyond making more products available to the

Network.

2. Related to the point above, it is important to note that the CFF Centres do not actively

employ any individuals.

3. The nature of the Company’s business is such that a significant volume of transactions

must occur in order for CFFG to see material growth in revenues. For example,

revenues generated on mortgages through Home Trust generate a fee of 10 to 20 basis

points (“bps”) of the transaction value to CFF. For non-mortgage products, 67% to

100% of the fees generated are paid as commissions to the CFF Centre.

4. The CFF Centres had been successful in selling lines of credits under referral

agreements with CFF Bank. A line of credit product became available again in June

of 2016 and accordingly, revenues for the balance of the year may increase.

5. The majority of the revenues forecast for the Company are from the agreement with

LCX and LCXI (together “Liquid Capital”). These are new solutions that have yet to

be rolled out through the Network.

6. The Company is in the midst of entering into partnerships to have products which can

generate revenue for CFFG and through sales of such products through the Network.

These agreements do have minimum commitments and as such, the Company is reliant

on the buy-in from the CFF Centre operators to promote products. As these agreements

are at the early stages, there is no assurance they can generate sufficient volumes to

meet commitments.

Comprehensive Valuation Report

Canadian First Financial Group Inc.

July 18, 2016 Page 11

EVANS & EVANS, INC.

7. Evans & Evans found in its discussions with operators of CFF Centres that mortgage

professionals are looking for a source of annuity income (as opposed to transactional

business) and a way to strengthen ties with the customer. As such there is the potential

for the Company’s model to be successful if it can negotiate agreements for products

that are competitive with existing banking products and have a recognized brand.

8. In speaking with owners of CFF Centres, there is belief that growth is required in the

number of centres in the Network in order to increase brand recognition. Since the

sale of the CFF Bank, the Network has decreased by three locations.

9. Related to the point above, the Company has not begun the process of recruiting

additional CFF Centres. Management believes the Company needs to have more

products in order to have a stronger value proposition. CFF Centre operators

interviewed by Evans & Evans agreed that more products would make the opportunity

more attractive to mortgage professionals.

10. The market opportunity for the Company is large, but it is also very competitive. In

2015, mortgages were split three ways as follows: 62% renewals, 18% refinances and

20% purchases1. One of the challenges faced by mortgage professionals (such as the

CFF Centre operators) is maintaining the customer relationship so they are part of the

renewal process. Accordingly, if the professional establishes a stronger relationship

with the client and helps them with the overall financial position through a line of

credit, consumer financing, auto financing, credit card, etc., there is potential to

increase customer retention. This is the opportunity for CFFG through the negotiation

of distribution agreements.

11. Following the 2008 economic downturn, there has been increased dissatisfaction with

the traditional financial institutions, creating opportunities for CFFG and its partners.

Less than half of Millennials2 (46%) see themselves staying with their current financial

services companies over the next few years3.

12. A competitive line of credit product is very important for the CFF Centres. According

to data from the Canadian Mortgage and Housing Corporation (“CMHC”), of the 20%

of mortgages that were for purchases in 2015, the majority (11%) were first-time

buyers and 9% were repeat buyers. Young buyers are most concerned by unforeseen

closing costs and this is an area where professional guidance creates loyalty. A line of

credit can help first-time buyers bridge a short-term gap.

13. According to the 2015 D+H Consumer Mortgage Study, two-thirds of new’ borrowers,

or those originating a new mortgage on a new property are younger, more likely to use

1 CMHC – 2016 Mortgage Consumer Survey 2 Those individuals born between 1982 and 2002 3 Forbes – How Millennials’ Money Habits Could Shake-up-the-financial-services-industry

Comprehensive Valuation Report

Canadian First Financial Group Inc.

July 18, 2016 Page 12

EVANS & EVANS, INC.

a broker and are more likely to buy additional products (e.g., mortgage insurance, line

of credit). Approximately 72% of first-time buyers obtained one or more additional

products with their mortgage

14. Accordingly to data from the Canadian Bankers Association 4 , 18% of Canadian

household debt comes from lines of credit and 5% is credit card debt. Approximately

89% of adult Canadians have at least one credit card. The average number of credit

cards per Canadian adult has been estimated at 2.2 to 3.0 in 2015, with the number of

credit cards issued in excess of 95 million.

12.0 METHODLOGIES

12.1 Overview of Methodologies

In valuing an asset and/or a business, there is no single or specific mathematical formula.

The particular approach and the factors to consider will vary in each case. Where there is

evidence of open market transactions having occurred involving the shares, or operating

assets, of a business interest, those transactions may often form the basis for establishing

the value of the company. In the absence of open market transactions, the three basic,

generally-accepted approaches for valuing a business interest are:

(a) The Income / Cash Flow Approach;

(b) The Market Approach; and

(c) The Cost or Asset-Based Approach.

A summary of these generally-accepted valuation approaches is provided below.

The Income/Cash Flow Approach is a general way of determining a value indication of a

business (or its underlying assets), using one or more methods wherein a value is

determined by capitalizing or discounting anticipated future benefits. This approach

contemplates the continuation of the operations, as if the business is a “going concern”.

The Market Approach to valuation is a general way of determining a value indication of a

business or an equity interest therein using one or more methods that compare the subject

entity to similar businesses, business ownership interests and securities (investments) that

have been sold. Examples of methods applied under this approach include, as appropriate:

(a) the “Guideline Public Company Method”, (b) the “Merger and Acquisition Method”;

and (c) analyses of prior transactions of ownership interests in the subject entity.

4 Household Borrowing in Canada – June 2016

Comprehensive Valuation Report

Canadian First Financial Group Inc.

July 18, 2016 Page 13

EVANS & EVANS, INC.

The Cost Approach is based upon the economic principle of substitution. This basic

economic principle asserts that an informed, prudent purchaser will pay no more for an

asset than the cost to obtain an opportunity of equal utility (that is, either purchase or

construct a similar asset). From an economic perspective, a purchaser will consider the

costs that they will avoid and use this as a basis for value. The Cost Approach typically

includes a comprehensive and all-inclusive definition of the cost to recreate an asset.

Typically the definition of cost includes the direct material, labor and overhead costs,

indirect administrative costs, and all forms of obsolescence applicable to the asset.

The Asset-Based Approach is adopted where either: (a) liquidation is contemplated

because the business is not viable as an ongoing operation; (b) the nature of the business is

such that asset values constitute the prime determinant of corporate worth (e.g., vacant

land, a portfolio of real estate, marketable securities, or investment holding company, etc.);

or (c) there are no indicated earnings/cash flows to be capitalized. If consideration of all

relevant facts establishes that the Asset-Based Approach is applicable, the method to be

employed will be either a going-concern scenario (“Net Asset Method”) or a liquidation

scenario (on either a forced or an orderly basis), depending on the facts.

Lastly, a combination of the above approaches may be necessary to consider the various

elements that are often found within specialized companies and/or are associated with

various forms of intellectual property.

13.0 VALUATION APPROACH FOR THE SHARES

13.1 Selected Valuation Approach

With respect to CFFG, Evans & Evans believed it was appropriate to utilize both a going

concern approach and a liquidation approach in determining the fair market value of the

Company as at the Valuation Date. The reason for this is: (1) CFFG is generating revenues;

(2) the Company is operating at a loss and is in the early stages of developing its business

plan; and; (3) the Company is not generating a fair return on its assets under an Income

Approach.

Given the above, the issue is which going concern approach(es) is most appropriate for

estimating the fair market value of the Company as at the Valuation Date. In the opinion

of Evans & Evans, the most appropriate method to determine the fair market value of the

Company as at the Valuation Date was an asset-based approach, namely the Net Asset

Method.

Under the Net Asset Method, the Company’s net assets represent the aggregate value of all

tangible and identifiable assets, where the latter have values that can be separately

determined, minus all liabilities.

In the Net Asset Method Evans & Evans considered both an immediate sale scenario and

an indefinite hold scenario, reflecting that a buyer would consider both the earnings the

Network can generate if the Company is successful with the new operating model and the

Comprehensive Valuation Report

Canadian First Financial Group Inc.

July 18, 2016 Page 14

EVANS & EVANS, INC.

value of the underlying assets. This reflects that a notional acquirer may dispose of the

assets immediately (or in a short time period) or forego disposal indefinitely. Thus, the two

Net Asset Method scenarios (discussed in more detail in section 14.1), considered together,

capture the disposal costs borne by the notional acquirer over an uncertain asset holding

period.

13.2 Methods Considered but Not Utilized

Evans & Evans also attempted to use a variety of other confirmation approaches. In this

regard, Evans & Evans examined and considered the following traditional valuation

approaches, but were unable to use any of them:

(a) Cost Approach. The Cost Approach is generally appropriate under certain

circumstances where an asset is still under development, there is no history of

generating cash flows, and future cash flows are so uncertain as to be speculative. A

weakness of the Cost Approach is that the cost of the opportunity may bear little

relationship to the economic benefits that a purchaser might anticipate to derive from

such opportunity upon commercial exploitation of the asset. In the case of the

Company, the Cost Approach was inappropriate as the costs associated with bringing

CFFG to its current state were largely incurred to develop the CFF Bank, an asset which

was sold. Further, the Company’s current asset is the Network, which is essentially

intangible. For the aforementioned reasons, a Cost Approach was not reflective of

their fair market value as at a recent date.

(b) Income Approach – Capitalization of Earnings / Cash Flows Method. The Company

has generated losses historically. Given the lack of historical earnings / cash flows this

method could not be utilized.

(c) Income Approach – Discounted Cash Flow Method. The Discounted Cash Flow

Method involves forecasting the future cash flows of CFFG and discounting the

potential cash flows at a risk-adjusted rate to arrive at the present value of the expected

future cash flows. However, in the case of the CFFG, the Company is in the midst of

a change to a new business model and has little historical evidence to support future

projections. Further, there are a number of substantial assumptions inherent in the

forecasts as outlined in section 8.0 of the Report. Given all of the aforementioned, a

Discounted Cash Flow Method was deemed too speculative as at the Valuation Date.

(d) Market Approach - Historical Transactions Method. Such an approach would be based

on determining the fair market value of the Company based on the value implied by

recent financings. As CFF Bank was the primary asset of the Company when funds

were raised previously, Evans & Evans did not believe the value of CFFG as implied

by past equity raises was reflective of the current fair market value of the Company

given the fundamental shift in the business mode.

Comprehensive Valuation Report

Canadian First Financial Group Inc.

July 18, 2016 Page 15

EVANS & EVANS, INC.

(e) Market Approach – Guideline Public Company Method. While the Market Approach

is generally considered to be the most intuitively obvious approach to valuation, it is

often the most difficult to apply when valuing a privately-held company. Issues with

respect to applying the Market Approach arise from: (a) the lack of comparable

company financial information, particularly that of privately-held companies; (b) the

difficulty in objectively identifying and quantifying differences between companies;

and, (c) the relative illiquidity of privately-held companies versus that of publicly-

listed companies.

In reviewing the Market Approach, Evans & Evans did consider the trading multiples

of guideline public companies. However, the challenge in using such an approach was

the lack of companies that are comparable in the size and nature of operations relative

to that of the Company.

14.0 VALUATION OF THE SHARES

14.1 Net Asset Method

Under the Net Asset Method, CFFG’s net assets represent the aggregate value of all

tangible and identifiable assets, where the latter have values that can be separately

determined, minus all liabilities.

Evans & Evans undertook a Net Asset Method, as outlined in Schedule 2.0, considering

two scenarios: (1) an indefinite hold scenario (i.e. the assets will not be disposed of in the

foreseeable future) which values the underlying assets without consideration of taxes and

disposition costs; and, (2) an immediate sale scenario, which assumes the assets and

liabilities of the Company will be disposed of in a short-term period. For the purposes of

this Report, Evans & Evans has assumed the underlying assets would be disposed of within

three months under the immediate sale scenario. During the immediate sale scenario period

of three months, operating costs, tax effects, dispositions costs, and other costs are incurred

to dispose of the Company’s assets and liabilities.

Under the indefinite hold scenario, Evans & Evans did consider that a notional purchaser

would attribute some value to the Network. In assessing the fair market value of the

Network, Evans & Evans considered the following:

1. The time and cost associated with establishing relationships with the 34 owner

operators and putting in place proprietary branding.

2. The CFF Centres have no direct employees and no ability to independently generate

revenues without the support of the majority owner / operators.

3. The Company is a minority (15%) shareholder in the CFF Centre and accordingly, any

distributions from the CFF Centres to CFFG are controlled by the independent operator.

To-date the Company has received no material distributions from the CFF Centres.

Comprehensive Valuation Report

Canadian First Financial Group Inc.

July 18, 2016 Page 16

EVANS & EVANS, INC.

4. The sales and revenues generated by the CFF Centres are driven by the staff of the

owner / operator, over whom CFFG has no direct role.

Evans & Evans considered a number of items and made a number of adjustments to the

book value of CFFG to determine the fair market value of 100% of CFFG under the Net

Asset Method. The reader is advised to refer to the notes in Schedule 2.0 for more details.

Under the Net Asset Method, the fair market value of CFFG was determined to be in the

range of $1,954,000 to $3,461,000.

14.2 Valuation Summary

Based on the two scenarios outlined in section 14.1 above (with care to the qualitative

analysis conducted) used to determine the fair market value of CFFG, the authors of the

Report deemed it appropriate to apply a weighting to the two scenarios. This was done in

order to consider the probability of the Company continuing to operate (given short-term

losses but a plan going forward) and winding up (given the current equity structure).

The low end of the range of fair market value of CFFG was determined to be approximately

$2.56 million. In arriving at the low end of the range, Evans & Evans deemed it appropriate

to rely more heavily on the immediate sale scenario, the reasons for which are: (1) the

Company has no long-term distribution agreements for products to be sold through the

Network; (2) the Company has lost three CFF Centres since October 2015; and (3) CFFG

is projecting a loss in 2016.

The high end of the range of fair market value of CFFG was determined to be $2.86 million.

In arriving at the high end of the range, Evans & Evans placed more reliance on the

indefinite hold scenario due to: (1) CFFG does have a number of committed CFF Centre

Scenario Fair Market Value Weighting

Indefinite Hold $3,461,000 40.00% $1,384,400

Immediate Sale $1,954,000 60.00% $1,172,400

Fair Market Value, say $2,560,000

Cash from Exercise of Options - Note 1 $947

Adjusted Fair Market Value $2,560,947

Common Shares Outstanding - Note 2 76,701,298

Fair Market Value per Share, say $0.033

Note 1 Note 2

Options Outstanding 946,736 Common Shares 75,754,562

Exercise Price $0.001 In-the-Money Options 946,736

Gross Proceeds $947 76,701,298

Comprehensive Valuation Report

Canadian First Financial Group Inc.

July 18, 2016 Page 17

EVANS & EVANS, INC.

operators; (2) the Company has cash on hand to fund short-term losses; (3) CFFG has no

debt; and, (4) there does remain potential associated with the concept of providing

mortgage professionals with addition consumer debt products to sell under referral fee and

trailer fee agreements.

15.0 QUALIFICATIONS AND CERTIFICATION

15.1 Qualifications

The Report preparation, and related fieldwork and due diligence investigations, were

carried out by Jennifer Lucas and thereafter reviewed by Michael Evans.

Mr. Michael A. Evans, MBA, CFA, CBV, ASA, Principal, founded Evans & Evans, Inc.

in 1989. For the past 30 years, he has been extensively involved in the financial services

and management consulting fields in Vancouver, where he was a Vice-President of two

firms, The Genesis Group (1986-1989) and Western Venture Development Corporation

(1989-1990). Over this period he has been involved in the preparation of over 2,500

technical and assessment reports, business plans, business valuations, and feasibility

studies for submission to various Canadian stock exchanges and securities commissions as

well as for private purposes. Formerly, he spent three years in the computer industry in

Western Canada with Wang Canada Limited (1983-1986) where he worked in the areas of

marketing and sales.

Mr. Michael A. Evans holds: a Bachelor of Business Administration degree from Simon

Fraser University, British Columbia (1981); a Master’s degree in Business Administration

from the University of Portland, Oregon (1983) where he graduated with honors; the

professional designations of Chartered Financial Analyst (CFA), Chartered Business

Valuator (CBV) and Accredited Senior Appraiser. Mr. Evans is a member of the CFA

Institute, the Canadian Institute of Chartered Business Valuators (“CICBV”) and the

American Society of Appraisers (“ASA”).

Ms. Jennifer Lucas, MBA, CBV, ASA, Managing Partner, joined Evans & Evans in 1997.

Ms. Lucas possesses several years of relevant experience as an analyst in the public and

Scenario Fair Market Value Weighting

Indefinite Hold $3,461,000 60.00% $2,076,600

Immediate Sale $1,954,000 40.00% $781,600

Fair Market Value, say $2,860,000

Cash from Exercise of Options - Note 1 $947

Adjusted Fair Market Value $2,860,947

Common Shares Outstanding - Note 2 76,701,298

Fair Market Value per Share, say $0.037

Comprehensive Valuation Report

Canadian First Financial Group Inc.

July 18, 2016 Page 18

EVANS & EVANS, INC.

private sector in British Columbia and Saskatchewan. Her background includes working

for the Office of the Superintendent of Financial Institutions of British Columbia as a

Financial Analyst. Ms. Lucas has also gained experience in the Personal Security and

Telecommunications industries. Since joining Evans & Evans Ms. Lucas has been

involved in writing and reviewing over 1,500 valuation and due diligence reports for public

and private transactions.

Ms. Lucas holds: a Bachelor of Commerce degree from the University of Saskatchewan

(1993), a Masters in Business Administration degree from the University of British

Columbia (1995). Ms. Lucas holds the professional designations of Chartered Business

Valuator and Accredited Senior Appraiser. She is a member of the CICBV and the ASA.

15.2 Certification

The analyses, opinions, calculations and conclusions were developed, and this Report has

been prepared in accordance with the standards set forth by the Canadian Institute of

Chartered Business Valuators. Evans & Evans was paid a fixed fee for the preparation of

the Report.

The fee established for the Report has not been contingent upon the value or other opinions

presented or the success of the Bid.

The authors of the Report have no present or prospective interest in CFFG and we have no

personal interest with respect to the parties involved.

Evans & Evans is independent to the Company as defined by the Instrument.

Yours very truly,

EVANS & EVANS, INC.

16.0 RESTRICTIONS AND CONDITIONS

This Report is intended for the purpose stated in section 1.0 hereof and, in particular, is

based on the scope of work and assumptions as to results that could reasonably be expected

at the Valuation Date.

The authors of the Report advise the reader to carefully review sections on the Conditions

of the Report and the Assumptions of the Report to understand the critical assumptions that

the Report is based on. It is not to be the basis of any subsequent valuation and is not to be

reproduced or used other than for the purpose of this Report without prior written

permission in each specific instance.

Comprehensive Valuation Report

Canadian First Financial Group Inc.

July 18, 2016 Page 19

EVANS & EVANS, INC.

Evans & Evans reserves the right to review all information and calculations included or

referred to in this Report and, if it consider necessary, to revise its views in the light of any

information which becomes known to it during or after the date of this Report. The authors

of the Report disclaim any responsibility or liability for losses occasioned to CFFG, its

investors, shareholders and all other related and other parties including potential investors

as a result of the circulation, publication, reproduction or use of this Report or its use

contrary to the provisions of this paragraph.

17.0 SCHEDULES

Schedule 1.0 – Historical Financial Statements

Schedule 2.0 – Net Asset Method

Comprehensive Valuation Report

Canadian First Financial Group Inc.

July 18, 2016

EVANS & EVANS, INC.

SCHEDULE 1.0 – HISTORICAL FINANCIAL STATEMENTS

Canadian First Financial Group Inc.Balance Sheet

As At

% of % of

C$ ' 000s May 31, 2016 Assets December 31, 2015 Assets

Assets

Current Assets

Cash $2,631 85.0% $2,781 81.6%

Funds held in Escrow $252 8.1% $0 0.0%

Holdbacks Receivable $0 0.0% $0 0.0%

Account Receivable $100 3.2% $474 13.9%

Prepaids & Deposits $113 3.6% $0 0.0%

$3,096 100.0% $3,255 95.6%

Capital Assets $0 0.0% $0 0.0%

Other Assets $0 0.0% $151 4.4%

Investments $0 0.0% $0 0.0%

Total Assets $3,096 100.0% $3,406 100.0%

Liabilities and Shareholders' Equity

Current Liabilities

Accounts Payable $26 0.8% $445 13.1%

Accrued Expenses $193 6.2% $0 0.0%

Deposit Liabilities $0 0.0% $140 4.1%

Loan Payable $0 0.0% $1,325 38.9%

Intercompany Accounts $0 0.0% $0 0.0%

Cost Recovery Payable $111 3.6% $0 0.0%

$330 10.7% $1,910 56.1%

Unearned Revenue $0 0.0% $0 0.0%

Shareholders' Equity

Share Capital $50,762 1639.6% $50,762 1490.2%

Contributed Surplus $15,664 505.9% $15,664 459.9%

Deficit -$63,660 -2056.2% -$64,930 -1906.2%

$2,766 89.3% $1,496 43.9%

$3,096 100.0% $3,406 100.0%

Draft -Internally Prepared & Unaudited

Canadian First Financial Group Inc.Income Statement

For the Periods Ended

5 Months Ended % of 12 Months Ended % of

C$ ' 000s May 31, 2016 Revenues December 31, 2015 Revenues

Revenue

Commission-Prime A $265 59.7% $0 0.0%

Commission-Classic B $151 34.0% $0 0.0%

EasyOne $5 1.1% $0 0.0%

CFFIS & Other $23 5.2% $650 6.7%

Interest Income $0 0.0% $3,845 39.7%

Mortgage Sale Revenue $0 0.0% $3,609 37.3%

Servicing Income $0 0.0% $1,577 16.3%

$444 100.0% $9,681 100.0%

Operating Expenses

Commission Expense $0 0.0% $597 6.2%

Professional Fees $0 0.0% $2,487 25.7%

Personnel Costs $217 48.9% $9,004 93.0%

Premises $21 4.7% $0 0.0%

Travel & Entertainment $29 6.5% $385 4.0%

Marketing & Events $61 13.7% $407 4.2%

Audit and Accounting Fees $30 6.8% $0 0.0%

Systems $13 2.9% $1,909 19.7%

General & Administrative $42 9.5% $2,752 28.4%

Mortgage Commission Recovery Expense $0 0.0% $378 3.9%

Hedging Expense $0 0.0% $1,627 16.8%

Provision for Credit Losses $0 0.0% $641 6.6%

Trustee Fees $0 0.0% $65 0.7%

CFF Centre Costs $0 0.0% $33 0.3%

$413 93.0% $20,285 209.5%

Other Expenses

Interest Expense $37 8.3% $5,149 53.2%

Stock-based Compensation $0 0.0% $189 2.0%

Loss of Disposal of Investment $0 0.0% $26,119 269.8%

Corporate Governance $58 13.1% $0 0.0%

$508 114.4% $51,742 534.5%

Net Income (Loss) Before Other

Income -$64 -14.4% -$42,061 -434.5%

Holdback Adjustments $1,332 300.0% $0 0.0%

Net Income (Loss) Before Taxes $1,268 285.6% -$42,061 -434.5%

Draft -Internally Prepared & Unaudited

Comprehensive Valuation Report

Canadian First Financial Group Inc.

July 18, 2016

EVANS & EVANS, INC.

SCHEDULE 2.0 – NET ASSET METHOD

Canadian First Financial Group Inc.

Net Asset Method

As At June 30, 2016 Based on May 31, 2016 Financial Statements

Draft - Internally Prepared & Unaudited Financial

Statements

C$ May 31, 2016

Indefinite Hold

Scenario

Immediate Sale

Scenario

Indefinite Hold

Scenario

Immediate Sale

Scenario Note

Assets

Current Assets

Cash $2,631,000 $2,631,000 $2,631,000 1

Funds held in Escrow $252,000 $252,000 $252,000 2

Holdbacks Receivable $0 $0 $0 3

Account Receivable $100,000 $100,000 $100,000 4

Prepaids & Deposits $113,000 $113,000 $113,000 5

$3,096,000 $3,096,000 $3,096,000

CFF Centre Intangible Value $0 $552,500 6

Total Assets $3,096,000 $3,648,500 $3,096,000

Liabilities

Current Liabilities

Accounts Payable $26,000 $26,000 $26,000

Accrued Expenses $193,000 $193,000 $193,000 7

Cost Recovery Payable $111,000 $111,000 $111,000 8

$330,000 $330,000 $330,000

Assets Less Liabilities $2,766,000 $3,318,500 $2,766,000

Stub Period Net Income (Loss) $0 $0 9

Less: Disposition Costs $0 10

Less: Taxes on Capital Gains $0 11

Less: Network Wind Up Costs -$170,000 12

Plus: Operating Income (Loss) -$100,000 13

Less: Legal / Accounting Fees -$50,000 14

Less: Shareholder Costs -$75,000 15

Less: Severance -$417,000 16

Plus: Tax Loss Carryforwards $142,614 $0 17

Fair Market Value, say $3,461,000 $1,954,000

Adjustment Fair Market Value

Canadian First Financial Group Inc.

Net Asset Method

As At June 30, 2016 Based on May 31, 2016 Financial Statements

Notes

1 Through discussions with management, Evans & Evans found that all cash is required for the Company's normal day-to-day operations. Management noted

the cash position as at June 30, 2016 remained unchanged

2 Funds are held in escrow for severance under existing management agreements.

3 As at May 31, 2016 the Company has received the primary holdbacks from the sale of the CFF Bank. While one holdback remains, the amount that could be received by

the Company cannot be determined with any certainty.

4 Assumed to be collectible. Receivables under existing agreement with Home Trust.

5 Based on discussions with management, Evans & Evans prepaid expenses will be used up as part of operating expenses during the three months while CFFG is

being wound up. A portion of the deposits can be returned to the Company under an immediate sale scenario.

6 Evans & Evans did consider a notional purchaser may attribute some value to the Network and the ability to build on such Network.

Number of Centres 34

Branding Value $15,000 $17,500

$510,000 $595,000 Midpoint $552,500

7 Accrued professional fee expenses that do require repayment.

8 Costs associated with the branding of new CFF Centres. All such branding efforts are currently on-hold.

9 Adjustment to account for the timing difference between the date of the financial statements and the Valuation Date.

Such losses are already incorporated by adjusting the cash position of the Company as outlined in Note 1 above.

10 The Company has no tangible assets accordingly there are no disposition costs associated with such.

11 No capital gains given the Company has no investment in tangible assets to be sold.

12 Costs to wind up the CFF Centres, remove all branding, etc.

Number of Centres 34

Cost per CFF Centre (Normalized) $5,000

$170,000

13 Adjustment to account for income (loss) for the three months while CFFG is being wound up under the immediate sale scenario.

Loss - Estimated General & Administration Expenses $100,000

14 Legal and accounting fees to wind up CFFG and the holding companies for the CFF Centres $50,000

14 Management of the Company noted that significant fees were incurred in 2015 dealing with shareholder communications. Estimated

fees to communicate the wind-up and deal with any shareholder issues $75,000

16 Severance expenses based on existing agreements (as provided by management) $417,000

17 The Company has tax loss carryforwards that would be available to a notional purchaser under an indefinite hold scenario.

Tax Loss Carryforwards $8,149,387

Fair Market Value $0.015 $0.020

$122,241 $162,988

Midpoint $142,614