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Investor Presentation April 2017


This presentation is confidential and for authorized use only. Under no circumstances are its contents to be reproduced or distributed to the public, media or potential
investors without written authorization. The information contained herein, while obtained from sources believed to be reliable, is not guaranteed as to its accuracy or
completeness. Certain statements included in this presentation constitute forward looking statements or forward looking information under applicable securities
legislation. Such forward looking statements or information are provided for the purpose of providing information about managements current expectations and plans
relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions.
Forward looking statements or information typically contain statements with world such as anticipate, believe, expect, plan, intend, estimate, propose,
project or similar words suggesting future outcomes or statements. Forward looking statements or information in this presentation include, but are not limited to,
statements or information with respect to: business strategy and objectives and development.

Forward looking statements or information are based on a number of factors and assumptions which may prove to be incorrect. Although the Company believes that
the expectations reflected in such forward looking statements or information are reasonable, undue reliance should not be placed on forward looking statements
because the Company can give no assurances that such expectations will prove to be correct. Forward looking statements or information are based on current
expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by
the Company and described in the forward looking statements or information. These risks and uncertainties include, among other things: the ability of management to
execute its business plan; general economic and business conditions; and uncertainties as to the availability and cost of financing. The foregoing list is not exhaustive of
all possible risks and uncertainties. The forward looking statements or information contained in this presentation are made as of the date hereof and the Company
undertakes no obligation to update or revise any forward looking statements or information, whether as a result of new information, future events or otherwise unless
required by applicable securities laws.

This presentation is for general background information purposes only and does not constitute an offer to sell or a solicitation to by the securities referred to herein.

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Distinct Infrastructure Group Inc. (DIG or the Company) is a design, engineering,
construction and maintenance service company positioned to take advantage of
Who We Are increasing investment in infrastructure by telecommunication companies, utilities
and governments

Year-to-date 2016 revenue and EBITDA growth of 81% and 54%, respectively, as
compared to the same period in 2015(1)
Organic Growth
Organic revenue and EBITDA growth from $8.7 million and $900 thousand in 2010,
respectively, to $37.1 million(2) and $6.8 million(2)(3) in fiscal year 2015

DIG continues to evaluate potential strategic acquisitions across North America

Strategic Acquisitions Current landscape composed of numerous mom and pop operators that lack the
scale and sophistication of DIGs full-service operations

Senior management has in excess of 100 years of operational experience, controls

Experienced & Committed approx. 40% of the Company and is committed to growing the business
Management Team
All senior officers and over 10 institutions included on shareholder register

Basic / Fully Diluted In-The-Money Shares Outstanding: 35.4 million / 35.7 million
DIG successfully listed on the TSX Venture Exchange on August 24, 2015

Note: (1) For the nine month periods ending September 30, 2016 and August 31, 2015 (2) For the 13 month period ending December 31, 2015 (3) Adjusted EBITDA is calculated as EBITDA plus one-time costs associated
to financing and public listing activities

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Industry Leaders in Protocol With DIGs Control Center is run via a DIG continues to grow by
A Track Record Of Safety: Over proprietary software developed investing in its people,
10,000+ Confined Space Entries technology, systems and
over 6 years
With Zero Non- Conformance1 partners.

380+ Employees2 Full visibility of project status in We continuously adapt our

real time across 2000+ active business to our clients needs
Over 80% of our work is done projects from $500 splicing jobs to and are responsive to
with our own workforce; $500,000 civil construction opportunities that leverage our
Subcontractors hired in select skills and relationships.
projects and everything in-

Scalable platform allows for

increased capacity and the
ability to forecast changes in
project scope as they occur

1 During 2016
2 Employee count as at September 30, 2016

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DIGs Operations Control Center Is Run Via Our Proprietary Software Developed Over 6 Years

Gatekeeper Of The Control Centre
Receives And Distributes All Projects

Billing Project Leaders

Track, Manage And Assign Project Managers
Monitor All Invoices And Coordinators


Project Status Permits & Locates

Evaluating Milestones To Structured Permits And
Ensure Timelines Are Met Locates Process

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WHAT WE DO Holes, Poles and Trenches
Directional Drilling Pole Installation & Removals Fibre For Multiple Dwelling Units (Fibre To
Hydro Excavation Place New Strand The Building: FTTB & Fibre To The Suite: FTTS)

Traditional Open Trench Installation Lash & Over-Lash Cables Provide Full Technical Design, Lay Out And
Manhole Rebuilds & New Installation Place Anchors & Down-Guys
Segmentation & Node Splitting
Vaults, Chambers & Handwell Installation 3rd Party Pole Changes & Forced Moves
Fiber Splicing & Testing
Existing Structure Blockage Repair Cable Removal & Scrapping
Co-Axial & Copper Splicing / Testing
Placing of Cables

DIGs Operations Control Center Has Full Visibility Of DIG Provides Client Inventory Mgmt. Services With
Project Status In Real Time With Automated Invoicing +100,000 Sq. Ft. Of Facilities In Toronto and Edmonton

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Corporate Office

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UTILITIES $195 Billion in power generation

TELECOM $100 Billion (1)
& $36 Billion in transmission
INFRASTRUCTURE $62 Billion in distribution
(Source: Invest Canada & Digital Canada 150)
(Source: Conference Board of Canada)

Bell announced TELUS announced Rogers continues to SaskTel announced Regional firms in Western and
$20 billion in $12.0 billion in spend $2.0 - $2.5 $670 million in Eastern Canada continue to
spending for its spending across billion annually spending from 2012 spend on upgrades across
broadband fiber Canada from 2015 across their networks. to 2024. The goal is to their networks including FTTH.
and wireless to 2019, including Rogers is rolling-out connect 100% of This includes Shaw ($1.3 billion
networks by the $1.0 Billion in Ignite internet homes in nine SK in 2017), Axia ($18 million in
end of 2020, Ontario & $4.5 across its existing cities with high 2015) and Beanfield (Toronto
including $1.2 Billion in Alberta cable networks speed fibre internet urban network)
billion in Toronto
(1) Through 2030
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ORGANIC FINANCIAL GROWTH Trailing 4 Quarters vs. Fiscal 2015:
Revenue and EBITDA growth of 51%
and 29%, respectively
(in $MM)
Revenue EBITDA Net Income






$4.2 $56.1

$0.6 $2.7

FY2011 FY2012 FY2013 FY2014 FY2015 Trailing 4

Note: (1) Adjusted EBITDA is calculated as EBITDA plus one-time costs associated to financing and public listing activities
(2) For the 13 month period beginning August 31, 2015 and ending September 30, 2016. In 2015 DIG changed its year end date from November 30 to December 31.

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DIG Has Historically Experienced
Strong Second-Half Operating Results
Quarterly Income Statement Overview
$18.0 45%

$16.0 $15.5 40%


Quarterly EBITDA Margin %

$14.0 35%

$12.0 30%

$10.0 25%
$8.5 $8.7 23%

$8.0 $7.4 19% 20%

$6.5 $6.7 17%
17% $6.0
$6.0 $5.0 17% 16% 15%
$4.7 10% $4.5
$4.0 11% $3.5 10%
$2.9 $3.2 $3.0
$2.7 10%
$2.0 $1.9 $3.1
$2.0 $1.3 $1.4 $1.5 $1.5 $1.6 5%
$1.1 $1.1 $1.0
$0.5 $0.7

$0.0 0%
Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016

Revenue Gross Margin EBITDA EBITDA Margin

Notes: Q4 2015 figures represent the 4 month period ended December 31, 2015. One-time go-public costs have been excluded from EBITDA.

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Alex brings 27 years of operational and management experience 20 years leadership experience in challenging infrastructure
in engineering and construction projects across Canada

His proven ability to find, engage, and motivate great people has Recruited and deployed teams of technicians to build a complex
been key to his success completing major projects communication system in Alberta

Installation of communication networks including 500+ km of aerial One of the original co-founders of DistinctTech Inc. in 2007 and has
and underground been integral in building the business from its inception


Mr. OBrien retired as President and CEO, Mr. Wetsch is a founder and shareholder of Mr. Newman was the founder and CEO of
Toronto Hydro Corporation where he served a number of businesses in western Canada, InterRent Real Estate Investment Trust
between 2004 to 2009 and serves on a range of private company through 2009
and volunteer boards
Prior to joining Toronto Hydro Corporation, Over 25 years of management, financial
Mr. OBrien was Deputy Minister of Ontarios He advises corporations on commercial and M&A experience, holding numerous
Ministry of Energy from the City of transactions, employment law, strategic executive roles in the telecom and cable
Mississauga planning and finance. television businesses

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Manny brings over 20 years of experience in Former securities and corporate law Partner 35 years of experience in telecom operations
telecommunication, technology and at Blaney McMurtry LLP including front-line and executive roles
financial services
Jay plays an integral part in working with He has managed the engineering and
Beginning at KPMG, has served as an senior leadership to achieve DIGs overall construction divisions of DistinctTech since
executive and/or director for companies strategies and goals 2013, building strong relationship with clients
ranging from SMB to large global such as Bell, Rogers and Cogeco
He has acted for domestic and international
organizations, including First Global Data,
corporations and investment dealers, across Served as VP Operations for Expertech from
Navaho Networks, Baker Street Technologies,
a broad range of transactions 2008 to 2011, leading a team of 140
AT&T Solutions Canada, and AT&T Canada
managers, 33 associates and 649 technicians


William recently joined DIG as Vice President Michael leads DIGs business development A pioneer in the telecom industry, having
of Corporate Development team served with Rogers (RCI) for over 48 years

William has over 20 years experience in Michael has over 20 years senior While at Rogers, he served initially as
energy services, civil construction and mining. management experience across Canada in Engineering Manager, responsible for a staff
Most recently William was VP of Portfolio large and complex environmental projects, of 248 persons. David also held the position
Operations for a publicly traded Private sales management, vacuum services and of National Director, Municipal & Utility Liaison
Equity firm environmental legislation

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12 Distinct Infrastructure Group Inc. | Confidential and Proprietary | April 2017 1.1
Balance Sheet Income Statement
September 30, 2016 December 31, 2015 For the three months ended For the nine months ended
Current Assets Sept. 30, 2016 Aug. 31, 2015 Sept. 30, 2016 Aug. 31, 2015
Cash 1,437,386 8,534,669
Accounts receivable 18,739,316 14,959,304
Revenue 16,122,306 8,727,311 42,396,036 23,399,392
Inventory 246,371 244,745
Prepaid expenses and deposits 899,030 1,048,505
Work in progress 19,994,851 9,074,081 Expenses
Due from shareholders 177,631 225,631 Direct costs 10,089,440 5,781,330 28,800,330 15,904,299
Due from related party 1,584,652 1,821,789 SG&A 3,048,994 1,479,942 7,973,630 3,851,836
43,079,237 35,908,724 Depreciation 738,681 303,888 2,002,945 906,520
Non-Current Assets Total expenses 13,877,115 7,565,160 38,776,905 20,662,655
Property and equipment 13,821,305 10,297,970
Goodwill 5,109,214 4,078,699
Earnings from operations 2,245,191 1,162,151 3,619,131 2,736,737
18,930,519 14,376,669
Total Assets 62,009,756 50,285,393
Other expenses
Current Liabilities
Finance expense 1,009,149 294,648 2,643,070 634,762
Credit facilities 8,213,602 337,461
Accounts payable and accrued liabilities 6,251,497 4,961,331 1,009,149 294,648 2,643,070 634,762
Current portion of debentures and other debt 33,797 42,149
Income taxes payable 874,444 1,365,082 (Loss) / Income before taxes 1,236,042 867,503 976,061 2,101,975
Current portion of finance lease obligations 2,774,834 2,013,652
18,148,174 8,719,675 Income taxes 117,196 339,916 117,196 764,583
Non-Current Liabilities
Debentures and other debt 1,472,577 943,020 Net and comprehensive (loss) /
Long-term debt 18,864,637 18,929,986 1,118,846 527,587 858,865 1,337,392
Finance lease obligations 5,410,830 5,177,264
25,748,044 25,050,270 (Loss) / earnings per share
Total Liabilities 43,896,218 33,769,945
Shareholders' Equity Basic 0.04 0.02 0.03 0.08
Share capital 10,319,050 9,819,050 Diluted 0.04 0.02 0.03 0.08
Contributed surplus 282,714 43,489
Retained earnings 7,511,774 6,652,909
Total Shareholders' Equity 18,113,538 16,515,448 EBITDA 2,983,873 1,466,039 5,622,076 3,643,257

Total Liabilities & Shareholders' Equity 62,009,756 50,285,393

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Trading Local Market Enterprise P/E EV/EBITDA Price
Currency Price Cap Value 2016E 2017E 2018E 2016E 2017E 2018E to BV
($) ($MM) ($MM) (x) (x) (x) (x) (x) (x) (x)
Canadian High Growth
Pure Technologies Ltd. TSX:PUR CAD $3.97 $217 $211 NM 24.3x 16.5x 14.3x 9.5x 7.8x 1.7x
Carmanah Technologies Corp. TSX:CMH CAD $4.03 $99 $82 19.2x 19.2x NM 7.8x 7.6x NM 1.1x
Distinct Infrastructure Group Inc. TSXV:DUG CAD $1.43 $51 $75 25.2x 12.6x 7.0x 9.8x 7.0x 5.4x 2.1x
Average - Canadian High Growth 22.2x 18.7x 11.8x 10.6x 8.1x 6.6x 1.6x
Engineering & Construction
Quanta Services, Inc. NYSE:PWR USD $37.26 $5,665 $5,917 29.5x 18.7x 16.1x 10.9x 9.0x 7.9x 1.7x
WSP Global Inc. TSX:WSP CAD $46.85 $4,772 $5,624 23.7x 18.3x 15.8x 12.0x 10.2x 9.1x 1.7x
Stantec Inc. TSX:STN CAD $34.06 $3,887 $4,677 27.9x 16.9x 14.3x 14.0x 10.4x 9.3x 2.0x
MasTec, Inc. NYSE:MTZ USD $39.35 $3,249 $4,243 24.1x 16.7x 15.5x 9.6x 7.7x 7.3x 2.9x
Dycom Industries, Inc. NYSE:DY USD $93.52 $2,939 $3,668 18.8x 15.9x 13.7x 8.8x 7.5x 6.8x 4.8x
Aecon Group Inc. TSX:ARE CAD $17.08 $988 $1,067 21.0x 18.4x 14.6x 7.6x 6.2x 5.6x 1.3x
Bird Construction Inc. TSX:BDT CAD $9.91 $421 $230 16.9x 24.3x 16.9x 5.4x 7.0x 5.4x 2.6x
Stuart Olson Inc. TSX:SOX CAD $5.80 $157 $234 NM 21.8x 13.2x 9.8x 6.8x 5.5x 0.7x
Lite Access Technologies Inc. OTCPK:LTCC.F USD $2.27 $103 $102 NM NM NM NM NM NM 0.0x
NAPEC Inc. TSX:NPC CAD $0.98 $102 $186 NM 21.8x 10.6x 7.7x 4.9x 4.3x 0.8x
Average - Engineering & Construction 23.1x 19.2x 14.5x 9.5x 7.7x 6.8x 1.8x
Hydrovac & Environmental
Clean Harbors, Inc. NYSE:CLH USD $57.48 $3,292 $4,619 NM NM NM 11.8x 10.1x 9.2x 3.0x
Mullen Group Ltd. TSX:MTL CAD $16.70 $1,731 $2,156 31.8x 24.6x 16.2x 11.9x 10.0x 8.3x 1.8x
Badger Daylighting Ltd. TSX:BAD CAD $30.49 $1,131 $1,183 33.0x 21.0x 17.4x 11.3x 9.2x 8.1x 4.2x
US Ecology, Inc. Nasdaq:ECOL USD $50.10 $1,092 $1,368 31.7x 28.0x 25.4x 12.4x 11.0x 10.3x 3.9x
LoneStar West Inc TSXV:LSI CAD $0.38 $11 $36 NM NM NM 12.1x 6.5x 5.2x 0.3x
Average - Hydrovac & Environmental 32.2x 24.5x 19.7x 11.9x 9.4x 8.2x 2.6x

Average 25.2x 20.2x 15.2x 10.4x 8.3x 7.2x 2.0x

Source: Capital IQ, Company Reports
As of March 17, 2017. All figures in millions, unless otherwise noted.

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Dycom Industries Inc. (NYSE:DY)
Market Cap: $2.5 Billion
Specialty contracting services primarily to telecom (90%), underground facility locating (6%) and electric and gas utility (4%) clients. The company
offers various specialty contracting services, such as engineering, construction, maintenance, and installation services comprising placement and
splicing of fiber, copper, and coaxial cables. Dycoms focus on the telecom industry has been a primary driver of the companys strong growth profile
as customers continue to make large investments into their fiber initiatives.
Dycom 2017E revenue growth of 6.8% vs. DIG 2017E revenue growth of 26.3% (analyst consensus estimates)
Dycom 2017E EBITDA margin of 14.7% vs. DIG 2017E EBITDA margin of 14.6% (consensus)

Quanta Services, Inc. (NYSE:PWR) MasTec Inc. (NYSE:MTZ) Aecon Group Inc. (TSX:ARE)
Market Cap: $5.6 Billion Market Cap: $3.3 Billion Market Cap: $0.9 Billion
2017E Revenue Growth: 7.3% 2017E Revenue Growth: 6.1% 2017E Revenue Growth: 0.0%
2017E EBITDA Margin: 8.0% 2017E EBITDA Margin: 9.6% 2017E EBITDA Margin: 5.4%
Infrastructure construction primarily to the Infrastructure construction company Construction and infrastructure development
electric power (65%) and oil and gas (35%) providing engineering, installation, and services primarily to the energy (44%),
industries in the US, Canada and Australia. maintenance services. infrastructure (33%) and mining (24%) sectors
Telecom infrastructure business divested in Active in a diverse range of markets in Canada and internationally.
2012 to support growth initiatives in power & including telecom (47%), oil and gas (36%), Aecon has a high level of exposure to
pipeline infrastructure. electric transmission (8%), and power energy and mining related clients.
generation/industrial (9%).

Source: S&P Capital IQ analyst consensus estimates as at February 24, 2017. Estimates represent calendar year end figures.

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Share Structure Dilutive Securities
Share Price as of March 17, 2017 $1.43 Options & Warrants
Shares Outstanding 35,410,602 Issued # Strike Expiry
ITM Total Dilutive Securities 290,728 Options 100,000 $1.35 3/2018
Shares Outstanding - Basic 35,410,602 Options 100,000 $1.40 8/2018
Shares Outstanding - Fully Diluted 35,701,330 Options 160,000 $1.50 3/2018 to 2/2020
Options 100,000 $1.60 8/2018
Market Capitalization - Basic $50,637,161
Options 50,000 $1.70 3/2018
Market Capitalization - Fully Diluted $51,052,902
Options 750,000 $2.00 3/2018 to 2/2020
Current Enterprise Value - Basic $75,054,755 Warrants 3,039,532 $2.00 5/2018 to 6/2018
Enterprise Value - Fully Diluted $75,104,768 Broker Options 90,728 $1.00 5/2018 to 6/2018
Note: Fully diluted figures relating to shares outstanding, market capitalization and enterprise value Broker Warrants 69,798 $2.00 5/2018 to 6/2018
have been presented on an in-the-money (ITM) basis
Total / Average 4,460,058 $1.92

Equity Research Analyst Coverage

Other Dilutive Securities
Firm Analyst 12 Mo. Target Price Security Par Value Conv. #
AltaCorp Capital Inc. Chris Murray $2.75 Convertible
$979,000 $2.50 391,600
Canaccord Genuity Corp. Yuri Lynk $1.95
Total / Average $979,000 $2.50 391,600
Cormark Securities Inc. Gavin Fairweather $2.00
Mackie Research Capital Corp. Russell Stanley $2.25
Consensus Average 12 Month Target $2.24

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17 Distinct Infrastructure Group Inc. | Confidential and Proprietary | April 2017 1.1
Alex Agius Joe Lanni Manny Bettencourt
Co-Chief Executive Officer Co-Chief Executive Officer Chief Financial Officer
D: 416.675.6488 D: 416.675.5337 D: 416.675.5332

Corporate Office
77 Belfield Road, Suite 102, Toronto, ON M9W 1G6
Tel: 416.675.6485
Distinct Infrastructure Group Inc. | Confidential and Proprietary | April 2017 1.1