Sangoma Technologies Corporation Enters into Definitive Agreement to be Acquired by BRC Group Holdings, Inc.

Transaction Creates an Industry Leader in Unified Business Communications

TORONTO & LOS ANGELES, September 28, 2026--Sangoma Technologies Corporation (TSX: STC; NASDAQ: SANG) ("Sangoma"), a trusted industry leader uniquely offering businesses a choice of on-premises, cloud-based or hybrid communications solutions, and BRC Group Holdings, Inc. (NASDAQ: RILY) ("BRC"), a diversified holding company with a scaled business communications portfolio, announced today that the companies have entered into a definitive arrangement agreement (the "Arrangement Agreement") pursuant to which an affiliate of BRC will acquire all of the issued and outstanding common shares of Sangoma (the "Sangoma Shares") in a transaction that values Sangoma at an enterprise value of approximately US$204 million (C$2891 million) (the "Transaction").

Under the terms of the Arrangement Agreement, shareholders of Sangoma (the "Sangoma Shareholders") will receive, in exchange for each Sangoma Share held, US$4.925 in cash (the "Cash Consideration") and 0.04767 of a share of common stock of BRC (each a "BRC Share") (the "Share Consideration" and, collectively with the Cash Consideration, the "Consideration"). Based on the 20-day VWAP of BRC common shares on the NASDAQ, the Consideration implies a value of US$5.225 (C$7.40) per Sangoma Share, representing a premium of approximately 47% based on the closing price, and a premium of approximately 51% based on the 10-day VWAP, of Sangoma Shares on the TSX as of September 28, 2026.

"This transaction represents a compelling outcome for Sangoma and our shareholders, delivering immediate liquidity and certainty of value at a premium price," said Sangoma CEO, Charles Salameh. "Today's milestone is a direct result of the incredible dedication and hard work of our entire team, who have built a market-leading unified business communications platform. Looking ahead, we are excited to partner with the BRC team to combine our operational strengths, expand our platform reach, and accelerate our next phase of growth."

Sangoma's platform efficiently unifies business communications, delivering enterprise-grade solutions that are central to seamless collaboration and customer engagement. Upon the closing of the Transaction, Sangoma will operate as part of BRC Telecom, a portfolio of communications businesses backed by BRC, that serve customers ranging from small businesses to the mid-market under their respective brands. This group has an established track record of driving operational excellence to create enduring value across its portfolio companies.