SALE OF SHARES BY GDI INSIDER

/NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR DISSEMINATION IN THE UNITED STATES/

LASALLE, QC, Dec. 19, 2022 /CNW Telbec/ - GDI Integrated Facility Services Inc. ("GDI" or the "Corporation") (TSX: GDI) announced today that Claude Bigras, President, Chief Executive Officer and Director of GDI, and Gestion Claude Bigras Inc. ("Gestion CB"), a private corporation controlled by Mr. Claude Bigras, has entered into an agreement with Desjardins Capital Markets to sell 250,000 subordinate voting shares in the capital of the Corporation by way of private placement at a price of $45.85 per share for gross proceeds to Claude Bigras and Gestion CB of approximately $11.5 million (the "Private Placement").  

Mr. Claude Bigras currently owns or exercises control or direction over 249,066 options to purchase subordinate voting shares, and 2,726,089 multiple voting shares in the capital of the Corporation through Gestion CB, representing approximately 11.7% of all of the issued and outstanding shares of the Corporation, and 12.3% of the voting rights attached to all of the issued and outstanding shares of the Corporation. Mr. Bigras will convert 100,000 multiple voting shares into 100,000 subordinate voting shares, on a one-for-one basis, and exercise 150,000 options for 150,000 subordinate voting shares, which such shares will subsequently be sold to Desjardins Capital Markets.

Following the closing of the Private Placement, Mr. Claude Bigras will continue to own or exercise control or direction over an aggregate of 2,626,089 multiple voting shares in the capital of the Corporation, through Gestion CB, representing approximately 11.2% of the Corporation's total number of issued and outstanding shares, and 12.0% of the voting rights attached to all of the issued and outstanding shares of the Corporation, and 99,066 options to purchase subordinate voting shares in the capital of the Corporation. Mr. Bigras has no other current plans to dispose of its remaining investment in the Corporation but may elect to further decrease its investment in the future based on market conditions or other considerations, whether by way of sales on the market, by way of private placement or otherwise.

"The decision to sell a portion of my shares was made for financial diversification purposes as well as to fund certain of my existing personal investments" stated Mr. Bigras. "I strongly believe in the long-term prospects of GDI and remain a significant shareholder with a commitment to lead the team to bring the business to the next level."

The net proceeds of the Private Placement will be paid directly to Claude Bigras and Gestion CB. The Corporation will not receive any proceeds from the Private Placement.

The Private Placement is expected to close on or about December 29, 2022. Following the closing of the Private Placement, the total number of issued and outstanding shares of the Corporation will be 23,413,496, of which 8,741,200 will be multiple voting shares and 14,672,296 will be subordinate voting shares. An early warning report relating to the Private Placement will be filed on SEDAR under the Corporation's profile at www.sedar.com. The Corporation's head office is located at 695-90 Avenue, LaSalle, Québec, H8R 3A4. A copy of the early warning report described in this news release can be also obtained by contacting Christian Marcoux, Chief Legal Officer & Secretary at (514) 368-1504. This news release is issued under the early warning provisions of the Canadian securities legislation

GDI is a leading integrated commercial facility services provider which offers a range of services in Canada and the United States to owners and managers of a variety of facility types including office buildings, educational facilities, distribution centers, industrial facilities, healthcare establishments, stadiums and event venues, hotels, shopping centres, airports and other transportation facilities. GDI's commercial facility services capabilities include commercial janitorial and building maintenance, the installation, maintenance and repair of HVAC–R, mechanical, electrical and building automation systems, as well as other complementary services such as janitorial products manufacturing and distribution. GDI's subordinate voting shares are listed on the Toronto Stock Exchange (TSX: GDI). Additional information on GDI can be found on its website at www.gdi.com

Certain statements in this press release may constitute forward–looking information within the meaning of securities laws. Forward-looking information may relate to GDI's future outlook and anticipated events, business, operations, financial performance, financial condition or results and, in some cases, can be identified by terminology such as "may"; "will"; "should"; "expect"; "plan"; "anticipate"; "believe"; "intend"; "estimate"; "predict"; "potential"; "continue"; "foresee"; "ensure" or other similar expressions concerning matters that are not historical facts. In particular, in this press release, statements regarding the completion of the Private Placement and Mr. Bigras' security ownership expectations are forward–looking statements. These statements are based on certain factors and assumptions, which GDI believes are reasonable as of the current date. While management considers these assumptions to be reasonable based on information currently available to the Corporation, they may prove to be incorrect. It is impossible for GDI to predict with certainty the impact that the current economic uncertainties may have on future results. Therefore, future events and results may vary significantly from what management currently foresees. The reader should not place undue importance on forward–looking information and should not rely upon this information as of any other date. While management may elect to, the Corporation is under no obligation and does not undertake to update or alter this information at any particular time, except as may be required by law.

SOURCE GDI Integrated Facility Services Inc.

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