LETTER TO DEBENTUREHOLDERS. and NOTICE OF EXTRAORDINARY MEETING OF HOLDERS OF 7.0% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES DUE DECEMBER 31, 2019

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1 These materials are important and require your immediate attention. They require debentureholders of Fortress Global Enterprises Inc. to make important decisions. If you are in doubt as to how to make such decisions please contact your financial, legal, tax and/or other professional advisors. If you have any questions on voting or require more information, please contact the information and proxy solicitation agent, Laurel Hill Advisory Group, toll free in North America at , Collect at or by at LETTER TO DEBENTUREHOLDERS and NOTICE OF EXTRAORDINARY MEETING OF HOLDERS OF 7.0% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES DUE DECEMBER 31, 2019 TO BE HELD ON OCTOBER 1, 2018 and MANAGEMENT INFORMATION CIRCULAR TAKE ACTION AND VOTE TODAY THE BOARD OF DIRECTORS OF FORTRESS GLOBAL ENTERPRISES INC. UNANIMOUSLY RECOMMENDS THAT THE DEBENTUREHOLDERS VOTE "FOR" THE DEBENTURE AMENDMENTS TO VOTE FOR THE DEBENTURE AMENDMENTS PLEASE USE ANY OF THE METHODS SET OUT ON THE ACCOMPANYING FORM OF PROXY OR VOTING INSTRUCTION FORM IN ACCORDANCE WITH THE INSTRUCTIONS SET OUT THEREIN AS SOON AS PRACTICABLE AND IN ANY EVENT BY 3:00 P.M. (VANCOUVER TIME) ON SEPTEMBER 27, IF YOU VOTE FOR THE DEBENTURE AMENDMENTS ON OR BEFORE SEPTEMBER 24, 2018, YOU MAY BE ELIGIBLE TO RECEIVE A 2% CASH CONSENT FEE, SUBJECT TO THE DEBENTURE AMENDMENTS BEING APPROVED AT THE MEETING AND IMPLEMENTED. August 28, 2018

2 LETTER TO DEBENTUREHOLDERS August 28, 2018 Dear Debentureholders: In anticipation of the 7.0% convertible unsecured subordinated debentures due December 31, 2019 (the "Debentures") of Fortress Global Enterprises Inc. ("Fortress" or the "Company") coming due in 2019, the Company is proposing the following amendments as an alternative to the Company repaying the Debentures on their scheduled maturity date: extend the maturity date of the Debentures from December 31, 2019 to December 31, 2022; increase the interest rate of the Debentures from 7.0% per annum to 8.0% per annum effective January 1, 2019 (being the commencement of the next interest rate accrual period); and make such other consequential amendments as required to give effect to the foregoing (collectively, the "Amendments"). The Debentures are governed by the terms and conditions of the debenture indenture dated December 22, 2011 (the "Base Indenture") between the Company and Computershare Trust Company of Canada (the "Debenture Trustee"), as supplemented by the first supplemental indenture dated July 10, 2012 (the "First Supplemental Indenture" and together with the Base Indenture, the "Indenture"). The Meeting An extraordinary meeting (the "Meeting") of the holders of the Debentures (the "Debentureholders") is to be held at 3:00 p.m. (Vancouver time) on October 1, 2018 at the offices of Sangra Moller LLP, West Georgia Street, Vancouver, British Columbia. The Meeting has been requested by the Company pursuant to the terms of the Indenture to obtain the approval of the Debentureholders, by way of an extraordinary resolution (the "Extraordinary Resolution"), to make the Amendments. For an update regarding the business of Fortress, including its current financial position, please see the Companyꞌs unaudited consolidated interim financial statements for the three and six months ended June 30, 2018 and related managementꞌs discussion and analysis, and the annual information form for the year ended December 31, 2017, which are available on SEDAR at Benefits of the Amendments The Board of Directors of Fortress (the "Fortress Board") has given consideration to a number of factors, both business and financial, and also evaluated other available financial alternatives in determining its recommendation to proceed with the Amendments, and believes that the Amendments would provide a number of benefits to the Debentureholders, including: Extended Term The maturity date for the amended Debentures will be extended from December 31, 2019 to December 31, 2022, therefore affording Debentureholders a longer period of time during which to receive interest at a favourable rate; Increase in Interest Rate In the current low-interest rate environment, the amended Debentures will afford the Debentureholders the opportunity to receive a higher rate of interest for an additional three years; and

3 (ii) Early Consent Cash Consideration Those Debentureholders that consent to the Extraordinary Resolution on or before 5:00 p.m. (Vancouver time) on September 24, 2018 will earn an increase to their return on investment by receiving cash consideration equivalent to 2% of the principal amount of Debentures held by such Debentureholders as at the Record Date, subject to the Extraordinary Resolution being approved at the Meeting. Additional factors that have been considered by the Fortress Board in determining to recommend the approval of the Amendments include: Fair to Debentureholders Acumen Capital Finance Partners Limited ("Acumen") has provided the special committee of the Fortress Board with an independent opinion (the "Fairness Opinion") that, as of the date of such opinion, the Amendments are fair, from a financial point of view, to the Debentureholders. The written fairness opinion of Acumen is attached as Appendix B to the accompanying information circular; Successful Track Record of Payments The Company has an unblemished track record of making interest payments on the Debentures and repayment of principal when due in respect of previously issued debentures of the Company, including the repayment in full of the 6.5% convertible unsecured subordinated debentures in the aggregate principal amount of $40.25 million, which matured on December 31, 2016, and the unsecured convertible debenture in the aggregate principal amount of $25.0 million issued in favour of Fonds de solidarité FTQ which was repaid in February 2017 prior to maturity; Continuity of Financing The Amendments provide greater stability to the Company's overall capital structure. The Amendments allow the Company to continue executing on its current business plan, including the advancement of the Company's previously announced Fifth Digester Project and Birch and Hemicellulose Project, without a disruption caused by a new debt issuance or other refinancing; and Reduces Risk of Deploying Cash or Further Dilution The Amendments will provide the Company with a cost effective strategy to refinance the Debentures, thereby avoiding the need to allocate existing cash or raise additional capital to repay the Debentures in 2019 at a time when such cash could be better applied to the Company's operating and development activities. Extending the maturity date will also avoid the possibility that the Company will elect to issue common shares to satisfy the repayment of principal when the Debentures are currently scheduled to mature and reduce the risk of issuing common shares to satisfy upcoming interest obligations on the Debentures. Financial Advisor and Soliciting Dealers The Company has engaged Raymond James Ltd. ("Raymond James") as financial advisor in connection with the Amendments and to form and manage the group of soliciting dealers to solicit proxies or voting instructions in favour of the Amendments. The Company will pay customary solicitation fees to the soliciting dealers in respect of the principal amount of Debentures that are voted in favour of the Amendments. No solicitation fees will be paid to the soliciting dealers if the Amendments are not approved by the Debentureholders at the Meeting or if the other conditions to such payment, as described in the accompanying management information circular, are not satisfied. No solicitations will be made in the United States, nor will any solicitation fees be payable in respect of consents by Debentureholders resident in the United States. THE AMENDMENTS At the Meeting, Debentureholders are being asked to consider the Extraordinary Resolution to approve the Amendments, which, if approved by the Debentureholders, will become effective as of the date that a second supplemental indenture (the "Second Supplemental Indenture") is entered into among Fortress and the

4 (iii) Debenture Trustee (which the Company anticipates to be on or about October 3, 2018), a draft form of which is attached as Appendix C to the accompanying information circular. Other than the Amendments, the terms of the Debentures will remain unchanged. To Vote FOR the Amendments All of the Debentures are held in book-entry form through the facilities of CDS & Co. (the registration name for the Canadian Depository for Securities Limited). Accordingly, in order for a beneficial holder of Debentures to have its Debentures voted at the Meeting, it must complete and sign the applicable instrument of proxy or other voting instruction form provided by its investment dealer, broker, other nominee or intermediary and return such instrument of proxy or other voting instruction form in accordance with the instructions provided therein well in advance of the Meeting. Failure to do so will result in your Debentures not being voted at the Meeting. To be valid, any proxies must be received by Computershare Trust Company of Canada by not later than forty-eight (48) hours (exclusive of Saturdays, Sundays and statutory holidays in the Province of British Columbia) prior to the time of the Meeting or any postponement or adjournment thereof. Approval of the Amendments For the Amendments to be approved, provided quorum has been met, holders of at least 66 ⅔% of the principal amount of the Debentures present in person or represented by proxy at the Meeting, must vote FOR the Extraordinary Resolution approving the Amendments at the Meeting. The full text of the Extraordinary Resolution is set forth in Appendix A to the enclosed information circular. Benefits of the Amendments The Fortress Board believes that the Amendments provide a number of benefits to the Company which create value for all of its securityholders, including the Debentureholders, certain of which have been described above. For further particulars of such benefits, see "The Amendments Reasons for and Anticipated Benefits of the Amendments" in the accompanying information circular. Consent Fee On or about the effective date of the Amendments, the Company will pay a consent fee, in cash, equal to 2% of the principal amount of Debentures held by Debentureholders as at the Record Date that delivered and did not withdraw valid proxies voting in favour of the Amendments on or prior to 5:00 p.m. (Vancouver time) on September 24, Debentureholders that do not vote in favour of the Amendments by this deadline will not be eligible to receive the consent fee, but will be bound by the Amendments if they become effective. No consent fee will be paid if the Amendments are not approved by the Debentureholders at the Meeting or if the other conditions to such payment, as described in the accompanying management information circular, are not satisfied. Recommendation of the Fortress Board Following an extensive review and analysis of the Amendments and consideration of other available alternatives and based upon the recommendation of the special committee of the Fortress Board (the "Special Committee") and other relevant factors considered by the Fortress Board, including but not limited to advice received from Raymond James and outside legal counsel and receipt by the Special Committee of the independent Fairness Opinion, the Fortress Board has unanimously determined that the Amendments are in the best interests of the Company and recommends that Debentureholders vote FOR the Amendments.

5 (iv) Management Information Circular The accompanying management information circular provides a detailed description of the Amendments. Please give this material your careful consideration. If you require assistance, you should consult your financial, legal, tax or other professional advisors. Your vote is important. Whether or not you attend the Meeting, please take the time to vote your Debentures in accordance with the instructions contained in the accompanying information circular and on the form of proxy or voting instruction form provided to you. If you have any questions, or require assistance completing the form of proxy or voting instruction form, please contact the information and proxy solicitation agent, Laurel Hill Advisory Group, by telephone toll free in North America at , Collect at or by at assistance@laurelhill.com. Yours very truly, /s/ Chadwick Wasilenkoff Chairman, Chief Executive Officer and President Fortress Global Enterprises Inc.

6 TABLE OF CONTENTS LETTER TO DEBENTUREHOLDERS... i NOTICE OF EXTRAORDINARY MEETING OF DEBENTUREHOLDERS... I GLOSSARY OF TERMS... 1 MANAGEMENT INFORMATION CIRCULAR... 3 General... 3 Forward-Looking Information... 3 Notice to Debentureholders in the United States... 4 SUMMARY... 5 THE AMENDMENTS Background to the Amendments The Amendments Reasons For and Anticipated Benefits of the Amendments Independent Fairness Opinion Consent Fee Soliciting Dealer Fee Recommendation of the Fortress Board Debentureholder Approval Certain Consequences if the Amendments are not approved by Debentureholders Other Regulatory Approvals Effective Date of the Amendments Interests of Certain Persons in the Amendments Stock Exchange Listing TAX CONSIDERATIONS TO DEBENTUREHOLDERS Certain Canadian Federal Tax Considerations Certain Other Tax Considerations RISKS RELATED TO THE AMENDMENTS Market for Debentures Repayment of the Debentures Redemption Prior to Maturity Debentureholder Vote INFORMATION CONCERNING THE MEETING Purpose of the Meeting Date, Time and Place of Meeting Solicitation of Proxies Information for U.S. Debentureholders Voting Rights and Appointment of Proxies Revocation of Proxies Voting of Proxies Advice to Beneficial Debentureholders Voting Securities and Principal Holders Thereof Quorum Other Business INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS POTENTIAL CANCELLATION OF MEETING Written Consent in Lieu of a Meeting DEBENTUREHOLDER RIGHTS DEBENTURE TRUSTEE ADDITIONAL INFORMATION APPROVAL OF INFORMATION CIRCULAR APPENDIX A EXTRAORDINARY RESOLUTION... A APPENDIX B FAIRNESS OPINION... B APPENDIX C DRAFT FORM OF SECOND SUPPLEMENTAL INDENTURE... C

7 FORTRESS GLOBAL ENTERPRISES INC. NOTICE OF EXTRAORDINARY MEETING OF DEBENTUREHOLDERS TO BE HELD ON OCTOBER 1, 2018 TO: The Debentureholders of Fortress Global Enterprises Inc. NOTICE IS HEREBY GIVEN that an extraordinary meeting (the "Meeting") of holders (the "Debentureholders") of 7.0% convertible unsecured subordinated debentures of Fortress Global Enterprises Inc. ("Fortress" or the "Company") due December 31, 2019 (the "Debentures") shall be held at 3:00 p.m. (Vancouver time) on October 1, 2018 at the offices of Sangra Moller LLP, West Georgia Street, Vancouver, British Columbia, for the following purposes: 1. for Debentureholders to consider, and if deemed advisable, to pass, with or without variation, an extraordinary resolution (the "Extraordinary Resolution"), the full text of which is set forth in Appendix A to the accompanying management information circular of Fortress (the "Information Circular"), to approve certain amendments to the debenture indenture dated December 22, 2011 (the "Base Indenture") between the Company and Computershare Trust Company of Canada (the "Debenture Trustee"), as supplemented by the first supplemental indenture dated July 10, 2012 (the "First Supplemental Indenture" and together with the Base Indenture, the "Indenture"), governing the Debentures to: (a) extend the maturity date of the Debentures from December 31, 2019 to December 31, 2022; (b) increase the interest rate of the Debentures from 7.0% per annum to 8.0% per annum effective January 1, 2019 (being the commencement of the next interest rate accrual period); and (c) make such other consequential amendments as required to give effect to the foregoing (collectively, the "Amendments") as more fully set forth in the accompanying Information Circular; and 2. to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. The board of directors of Fortress (the "Board") has set the close of business on August 28, 2018 (the "Record Date") as the Record Date for determining Debentureholders who are entitled to receive notice of the Meeting. Only Debentureholders whose names have been entered in the register of holders of Debentures on the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting. The quorum requirements of the Indenture will be satisfied by the presence in person or by proxy of Debentureholders representing at least 25% of the aggregate principal amount of Debentures outstanding on the date of the Meeting. If a quorum is not present in person or by proxy within 30 minutes after the appointed time of the Meeting, the Meeting shall be adjourned to a date that is not less than 14 nor more than 60 days later, and at such place and time as may be appointed by the chairman of the Meeting, provided that at least 10 days' notice is provided for such meeting. At the adjourned meeting, the Debentureholders present in person or represented by proxy shall constitute a quorum, even if they hold less than 25% of the outstanding principal amount of the Debentures. All of the Debentures are held in book-entry form through the facilities of CDS & Co. (the registration name for the Canadian Depository for Securities Limited). Accordingly, in order for a beneficial holder of Debentures to have its Debentures voted at the Meeting, it must complete and sign the applicable instrument of proxy or other voting instruction form provided by its investment dealer, broker, other nominee or intermediary and return such instrument of proxy or other voting instruction form in accordance with the instructions provided therein well in advance of the Meeting. Failure to do so will result in your Debentures not being voted at the Meeting. To be valid, any proxies must be received by

8 (II) Computershare Trust Company of Canada by not later than forty-eight (48) hours (exclusive of Saturdays, Sundays or statutory holidays in the Province of British Columbia) prior to the time of the Meeting or any postponement or adjournment thereof. See "Information Concerning the Meeting" in the Information Circular. The Information Circular provides additional information relating to matters to be dealt with at the Meeting and is deemed to form part of this Notice. DATED at Vancouver, British Columbia, this 28 th day of August, BY ORDER OF THE BOARD OF DIRECTORS /s/ Chadwick Wasilenkoff Chadwick Wasilenkoff Chairman, Chief Executive Officer and President

9 GLOSSARY OF TERMS Unless the context otherwise requires, when used in this Information Circular the following terms shall have the meanings set forth below. Terms and abbreviations used in the Appendices to this Information Circular are defined separately therein. "Acumen" means Acumen Capital Finance Partners Limited; "Amendments" means the amendments to the Debentures to be approved at the Meeting, all as more particularly described in this Information Circular; "Base Indenture" means the debenture indenture dated as of December 22, 2011 between Fortress and the Debenture Trustee, providing for the issuance of one or more series of debentures by way of a supplemental indenture; "BCBCA" means the Business Corporations Act (British Columbia), as amended, including the regulations promulgated thereunder; "Beneficial Debentureholders" means Debentureholders who otherwise do not hold their Debentures in their own name; "Business Day" means any day which is not a Saturday or Sunday or a statutory holiday in Vancouver, British Columbia or any other day on which business of the Debenture Trustee and Canadian chartered banks are generally closed; "CDS" means CDS & Co. (the registration name for the Canadian Depository for Securities Limited); "CDS Participant" means a broker, dealer, bank, other financial institution or other person for whom, from time to time, CDS effects book-entry for a Debenture deposited with CDS; "Common Share" means a Class A voting common share of Fortress; "Debentureholders" means the holders of Debentures; "Debenture Trustee" means Computershare Trust Company of Canada, in its capacity as trustee under the Indenture; "Debentures" means the 7.0% convertible unsecured subordinated debentures of Fortress due December 31, 2019; "Extraordinary Resolution" means the extraordinary resolution in respect of the Amendments to be considered and voted upon by the Debentureholders at the Meeting, the form of which is attached as Appendix A to this Information Circular; "Fairness Opinion" means the fairness opinion provided by Acumen to the Special Committee in respect of the Amendments, the written version of which is dated August 28, 2018 and attached as Appendix B to this Information Circular; "First Supplemental Indenture" means the first supplemental indenture dated as of July 10, 2012 between Fortress and the Debenture Trustee providing for the issuance of the Debentures; "Fortress" or the "Company" means Fortress Global Enterprises Inc., a corporation existing under the BCBCA; "Fortress Board" means the board of directors of Fortress, as it may be comprised from time to time;

10 2 "Indenture" means the Base Indenture, as supplemented by the First Supplemental Indenture; "Information Circular" means this management information circular of Fortress, together with all appendices hereto to be mailed or otherwise distributed by Fortress to the Debentureholders; "Meeting" means the extraordinary meeting of Debentureholders to be held on October 1, 2018 to consider the Extraordinary Resolution and related matters, and any adjournment(s) or postponement(s) thereof; "Raymond James" means Raymond James Ltd.; "Record Date" means the record date for the Meeting, being August 28, 2018; "Second Supplemental Indenture" means the second supplemental indenture to be entered into among Fortress and the Debenture Trustee, in substantially the form attached as Appendix C to this Information Circular; "Special Committee" has the meaning ascribed thereto under the heading "The Amendments Background to the Amendments"; "Tax Act" means the Income Tax Act (Canada), as amended, including the regulations promulgated thereunder; "TSX" means the Toronto Stock Exchange; and "U.S. Securities Act" means the United States Securities Act of 1933, as amended.

11 3 MANAGEMENT INFORMATION CIRCULAR General This Information Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of Fortress for use at the Meeting. Other than as set forth herein, no person has been authorized to give any information or make any representation in connection with the Amendments or any other matters to be considered at the Meeting other than those contained in this Information Circular and, if given or made, any such information or representation must not be relied upon as having been authorized. Information contained in this Information Circular is given as of August 28, 2018 unless otherwise specifically stated. You are urged to carefully read the full text of the Information Circular. This Information Circular does not constitute an offer to sell, or a solicitation of an offer to purchase, Debentures in connection with the Amendments, or the solicitation of a proxy, in any jurisdiction, to or from any person to whom it is unlawful to make such offer, solicitation of an offer or proxy solicitation in such jurisdiction. The delivery of this Information Circular does not under any circumstances imply or represent that there has been no change in the information set forth herein since the date of this Information Circular. Debentureholders should not construe the contents of this Information Circular as legal, tax or financial advice and should consult with their own professional advisors in considering the relevant legal, tax, financial or other matters contained in this Information Circular. Forward-Looking Information This Information Circular contains forward-looking statements and forward-looking information (collectively referred to herein as "forward-looking statements") within the meaning of applicable Canadian securities laws. All statements other than statements of present or historical fact are forward-looking statements. Forwardlooking statements are often, but not always, identified by the use of words such as "will", "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", "may", "project", "should" and variations of such words and similar expressions are intended to identify forward-looking statements. Specifically, and without limiting the generality of the foregoing, all statements included in this Information Circular that address activities, events or developments that Fortress expects or anticipates will or may occur in the future, including, but not limited to, statements with respect to the Amendments; timing of completion of the Amendments; satisfaction of the conditions to the Amendments becoming effective; the anticipated benefits of the Amendments; the treatment of Debentureholders under tax laws; and the Company's future plans and expectations relating to its business, may constitute forward-looking statements under applicable Canadian securities laws and necessarily involve known and unknown risks and uncertainties, most of which are beyond the Company's control. These risks may cause actual financial and operating results, performance, levels of activity and achievements to differ materially from those expressed in, or implied by, such forward-looking statements. Although Fortress believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Such risks and uncertainties include, but are not limited to, the risk that the Amendments may not be effected when planned, or at all. See "Risks Related to the Amendments". Although the forward-looking statements contained in this Information Circular are based upon assumptions which management of Fortress believes to be reasonable, Fortress cannot assure Debentureholders that actual results will be consistent with these forward-looking statements.

12 4 Management of Fortress has included the above summary of assumptions and risks related to forward-looking statements provided in this Information Circular in order to provide Debentureholders with a more complete perspective in respect of the Amendments and such information may not be appropriate for other purposes. The Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that Fortress will derive therefrom. See "Risks Related to the Amendments". Fortress gives no assurance, nor makes any representations or warranties, that the expectations conveyed by the forward-looking statements will prove to be correct and actual results may differ materially from those anticipated in the forward-looking statements. Accordingly, readers should not place undue reliance on forwardlooking statements in this Information Circular. All of the forward-looking statements made in this Information Circular are qualified by these cautionary statements. Fortress undertakes no obligation to publicly update or revise any forward-looking statements to reflect new information, subsequent events or otherwise, unless so required by applicable Canadian securities laws. Notice to Debentureholders in the United States The Debentures have not been and will not be registered under the U.S. Securities Act and no solicitation is being made in the United States. You should be aware that the Amendments may have tax consequences both in the United States and in Canada. Tax considerations applicable to Debentureholders subject to United States federal taxation have not been included in this Information Circular, and such Debentureholders should consult their own tax advisors to determine the particular consequences to them of participating in the solicitation being made hereunder. For a summary of the applicable tax considerations under Canadian law, see "Tax Considerations to Debentureholders Certain Canadian Federal Tax Considerations". THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES ADMINISTRATOR, OR ANY SECURITIES REGULATORY AUTHORITY IN CANADA, NOR HAS THE SEC, ANY STATE SECURITIES ADMINISTRATOR, OR ANY SECURITIES REGULATORY AUTHORITY IN CANADA PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

13 SUMMARY The following is a summary of certain information contained in this Information Circular. This summary is not intended to be complete and is qualified in its entirety by the more detailed information contained elsewhere in this Information Circular and the attached Appendices, all of which are important and should be reviewed carefully. Capitalized terms used in this summary without definition have the meanings ascribed to them in the Glossary of Terms or elsewhere in this Information Circular. Date, Time and Place of Meeting The Meeting will be held at 3:00 p.m. (Vancouver time) on October 1, 2018 at the offices of Sangra Moller LLP, West Georgia Street, Vancouver, British Columbia for the purposes set forth in the accompanying Notice of Extraordinary Meeting of Debentureholders. At the Meeting, Debentureholders will consider and, if deemed advisable, approve the Extraordinary Resolution. Only Debentureholders whose names have been entered in the register of holders of Debentures on the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment thereof. The quorum requirements of the Indenture will be satisfied by the presence in person or by proxy of Debentureholders representing at least 25% of the principal amount of Debentures outstanding on the date of the Meeting. As of the date of this Information Circular, there is $62,100,000 aggregate principal amount of Debentures outstanding. The Debentures are listed and posted for trading on the TSX under the symbol: "FGE.DB.A". All of the Debentures are held in book-entry form through the facilities of CDS. Accordingly, in order for a beneficial holder of Debentures to have its Debentures voted at the Meeting, it must complete and sign the applicable instrument of proxy or other voting instruction form provided by its investment dealer, broker, other nominee or intermediary and return such instrument of proxy or other voting instruction form in accordance with the instructions provided therein well in advance of the Meeting. Failure to do so will result in your Debentures not being voted at the Meeting. To be valid, any proxies must be received by Computershare Trust Company of Canada by not later than forty-eight (48) hours (exclusive of Saturdays, Sundays and statutory holidays in the Province of British Columbia) prior to the time of the Meeting or any postponement or adjournment thereof. See "Information Concerning the Meeting Date, Time and Place of Meeting". Debentureholder Approval At the Meeting, Debentureholders will be asked to approve the Extraordinary Resolution. The full text of the Extraordinary Resolution is set forth in Appendix A to this Information Circular and must be approved by not less than 66 ⅔% of the principal amount of the Debentures held by the Debentureholders present in person or represented by proxy at the Meeting and voted upon the Extraordinary Resolution. See "The Amendments Debentureholder Approval" and "Information Concerning the Meeting Voting Rights and Appointment of Proxies". Other Regulatory Approvals In addition to the approval of Debentureholders, it is a condition precedent to the implementation of the Amendments that the approval of the TSX be obtained. See "The Amendments Other Regulatory Approvals". The Amendments At the Meeting, Debentureholders will be asked to pass an extraordinary resolution approving certain amendments to the Indenture to:

14 6 (a) extend the maturity date of the Debentures from December 31, 2019 to December 31, 2022; (b) increase the interest rate of the Debentures from 7.0% per annum to 8.0% per annum effective January 1, 2019 (being the commencement of the next interest rate accrual period); and (c) make such other consequential amendments as required to give effect to the foregoing. The full text of the Extraordinary Resolution and the Second Supplemental Indenture (in draft form) that will be entered into by Fortress and the Debenture Trustee to evidence the Amendments if the Extraordinary Resolution is passed by the Debentureholders at the Meeting are set forth in Appendix A and Appendix C to this Information Circular, respectively. If the Extraordinary Resolution is approved by the Debentureholders and all other regulatory approvals are obtained, the effective date of the Amendments will be the date that the Company enters into the Second Supplemental Indenture (which the Company anticipates to be on or about October 3, 2018). Although Fortress intends to enter into the Second Supplemental Indenture as soon as possible following approval of the Extraordinary Resolution, the Fortress Board has retained the discretion, without further notice to or approval of the Debentureholders, to revoke the Extraordinary Resolution at any time prior to the Company entering into the Second Supplemental Indenture. Debentureholders are encouraged to read the full text of the Extraordinary Resolution and the Second Supplemental Indenture in their entirety. Background to the Amendments The Information Circular contains a summary of the events leading up to the decision to proceed with the Amendments. See "The Amendments Background to the Amendments". Reasons For and Anticipated Benefits of the Amendments The Fortress Board has given consideration to a number of factors, both business and financial, and also evaluated other available financial alternatives in determining its recommendation to proceed with the Amendments, and believes that the Amendments would provide a number of benefits to the Debentureholders, including: Extended Term The maturity date for the amended Debentures will be extended from December 31, 2019 to December 31, 2022, therefore affording Debentureholders a longer period of time during which to receive interest at a favourable rate; Increase in Interest Rate In the current low-interest rate environment, the amended debentures will afford the Debentureholders the opportunity to receive a higher rate of interest for an additional three years; and Early Consent Cash Consideration Those Debentureholders that consent to the Extraordinary Resolution on or before 5:00 p.m. on September 24, 2018 will earn an increase to their return on investment by receiving cash consideration equivalent to 2% of the principal amount of Debentures held by such Debentureholders as at the Record Date, subject to approval of the Extraordinary Resolution at the Meeting. Additional factors that have been considered by the Fortress Board in determining to recommend the approval of the Amendments include:

15 7 Fair to Debentureholders The independent Fairness Opinion provides that, as of the date of such opinion, and subject to the scope of review, assumptions, limitations and qualifications set forth in the opinion, the Amendments are fair, from a financial point of view, to the Debentureholders; Successful Track Record of Payments The Company has an unblemished track record of making interest payments on the Debentures and repayment of principal when due in respect of previously issued debentures of the Company, including the repayment in full of the 6.5% convertible unsecured subordinated debentures in the aggregate principal amount of $40.25 million which matured on December 31, 2016 and the unsecured convertible debenture in the aggregate principal amount of $25.0 million issued in favour of Fonds de solidarité FTQ which was repaid in February 2017 prior to maturity; Continuity of Financing The Amendments provide greater stability to the Company's overall capital structure. The Amendments allow the Company to continue executing on its current business plan, including the advancement of the Company's previously announced Fifth Digester Project and Birch and Hemicellulose Project, without a disruption caused by a new debt issuance or other refinancing; Reduces Risk of Deploying Cash The Amendments will provide the Company with a cost effective strategy to refinance the Debentures, thereby avoiding the need to allocate existing cash or raise additional capital to repay the Debentures in 2019 at a time when such cash could be better applied to the Company's operating and development activities; Reduces Risk of Dilution Extending the maturity date will also avoid the possibility that the Company will elect to issue Common Shares to satisfy the repayment of principal when the Debentures are currently scheduled to mature and reduce the risk of issuing Common Shares to satisfy upcoming interest obligations on the Debentures; and Debentureholder Approval The Amendments must be approved by not less than 66 ⅔% of the principal amount of the Debentures held by Debentureholders present in person or represented by proxy at the Meeting and voted upon the Extraordinary Resolution. See "The Amendments Reasons for and Anticipated Benefits of the Amendments". If the Amendments are not approved by the Debentureholders at the Meeting, or any adjournment thereof, the Company will consider available alternatives to address the maturity of the Debentures in 2019, which may include arranging for alternate debt financing in order to fund the payment of the principal amount and accrued interest, and/or satisfying such obligation through the issuance of Common Shares. There will be limited time for the Company to fully explore all available options and there is no assurance that the Company will be successful in achieving the required financing in advance of the maturity date, on terms acceptable to the Company or at all. See "The Amendments Certain Consequences if the Amendments are not approved by Debentureholders". Independent Fairness Opinion Acumen has provided the Special Committee with the independent Fairness Opinion, which states that, in the opinion of Acumen, as of the date of such opinion, and subject to the scope of review, assumptions, limitations and qualifications set forth in the Fairness Opinion, the Amendments are fair, from a financial point of view, to the Debentureholders. The full text of the written Fairness Opinion, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the Fairness Opinion, is attached as Appendix B to this Information Circular.

16 8 See "The Amendments Fairness Opinion". Consent Fee On or about the effective date of the Amendments, the Company will pay a consent fee, in cash, equal to 2% of the principal amount of Debentures held by Debentureholders as at the Record Date that delivered and did not withdraw valid proxies voting in favour of the Amendments on or prior to 5:00 p.m. (Vancouver time) on September 24, Debentureholders that do not vote in favour of the Amendments by this deadline will not be eligible to receive the consent fee, but will be bound by the Amendments if they become effective. No consent fee will be paid if the Amendments are not approved by the Debentureholders at the Meeting, or if any of the other conditions to such payment are not satisfied. See "The Amendments Consent Fee". Soliciting Dealer Fee The Company has engaged Raymond James as financial advisor in connection with the Amendments and to form and manage the group of soliciting dealers to solicit proxies or voting instructions in favour of the Amendments. The Company will pay a solicitation fee of 1% of the principal amount of Debentures that are voted in favour of the Amendments, payable to the soliciting dealer who solicits such proxy or voting instruction voted in favour of the Amendments (subject to a minimum fee of $150 and a maximum fee of $1,500 per beneficial owner of Debentures that votes Debentures with a principal amount of $10,000 or more FOR the Amendments). No solicitation fees will be paid to the soliciting dealers if the Amendments are not approved by the Debentureholders at the Meeting or if the other conditions to such payment, as described in this Information Circular, are not satisfied. See "The Amendments Soliciting Dealer Fee". Recommendation of the Fortress Board Following an extensive review and analysis of the Amendments and consideration of other available alternatives and based upon the recommendation of the Special Committee and other relevant factors considered by the Fortress Board, including but not limited to advice provided by Raymond James and its outside legal counsel, and receipt by the Special Committee of the independent Fairness Opinion, the Fortress Board has unanimously determined that the Amendments are in the best interests of the Company and recommends that Debentureholders vote FOR the Extraordinary Resolution. The discussion contained in this Information Circular of the information and factors considered and given weight to by the Fortress Board is not intended to be exhaustive. In reaching the determination to approve and recommend the Extraordinary Resolution, the Fortress Board did not assign any relative or specific weight to the factors that were considered, and individual directors may have given a different weight to each factor. Stock Exchange Listings The Indenture requires the Company to use commercially reasonable efforts to maintain the listing of the Common Shares and the Debentures on the TSX. It is expected that the Debentures will continue to be listed on the TSX following the Amendments. The closing price of the Debentures on August 27, 2018, the last full trading day on the TSX before the date of this Information Circular, was $89.75 for each $100 principal amount of Debenture.

17 9 Certain Tax Consequences of the Amendments Canada This Information Circular contains a summary of certain Canadian federal tax considerations generally applicable to certain Debentureholders in connection with the Amendments. See "Tax Considerations to Debentureholders". Other This Information Circular does not contain a summary of the non-canadian tax considerations in connection with the Amendments for Debentureholders who are subject to tax outside of Canada. Such Debentureholders should consult their tax advisors with respect to the tax implications of the Amendments, including any associated filing requirements in such jurisdictions.

18 THE AMENDMENTS Background to the Amendments Management and the Fortress Board regularly review and evaluate the Company's capital structure and strategic alternatives relating to the Debentures with a view to enhancing securityholder value. In July 2018, the Company engaged Raymond James as financial advisor to assist in considering and evaluating strategic alternatives relating to the Debentures. On August 7, 2018, the Company established a special committee of independent directors of the Fortress Board (the "Special Committee") consisting of Anil Wirasekara (Chair), Joe Nemeth, Terrence P. Kavanagh and Gerry Gaetz, for the purposes of identifying and evaluating the options available to the Company to specifically address the upcoming maturity of the Debentures, including retiring the Debentures with shares or cash under the existing terms of the Debentures, refinancing the Debentures with another financing vehicle, or amending the terms of the Debentures to, among other things, extend the maturity date. The Special Committee sought the advice of Raymond James on structuring an amendment of the Debentures and extension of the maturity date in the context of current market conditions, as a result of which the proposed Amendments were developed. Throughout August 2018, the Special Committee and Raymond James, together with management and the Fortress Board, reviewed, considered and evaluated the terms of the proposed Amendments and related matters. The Special Committee and the Fortress Board also reviewed and considered, together with their legal and financial advisors, among other things: (i) information concerning the business, operations, property, assets, financial conditions, operating results and prospects of the Company; (ii) historical information regarding the trading price and volumes of the Common Shares and the Debentures; (iii) current and prospective industry, economic and market conditions and the Company's prospects going forward; (iv) the financial position of the Company and its ability to fund its ongoing operations; (v) the risks associated with the Company continuing to pursue its current business strategy and the risks associated with completion and noncompletion of the proposed Amendments; (vi) the specific terms of the proposed Amendments; and (vii) alternatives potentially available to the Company. On August 16, 2018, Acumen was retained to provide a fairness opinion in respect of the Amendments. On August 28, 2018, Acumen delivered its Fairness Opinion which provided that, subject to the assumptions, limitations and qualifications set forth therein, the Amendments are fair, from a financial point of view, to the Debentureholders. Following further deliberations, based in part again on the advice and analysis provided by Raymond James and Acumen and the advice of the Company's outside legal counsel, the Special Committee unanimously determined to recommend to the Fortress Board approval of the proposed Amendments. Following such recommendation and after its own deliberations, the Fortress Board unanimously: (i) determined that the Amendments are in the best interests of the Company; (ii) approved the Amendments; and (iii) resolved to recommend that Debentureholders vote in favour of the Extraordinary Resolution. The Amendments At the Meeting, Debentureholders will be asked to pass an extraordinary resolution approving certain amendments to the Indenture to: (a) extend the maturity date of the Debentures from December 31, 2019 to December 31, 2022; (b) increase the interest rate of the Debentures from 7.0% per annum to 8.0% per annum effective January 1, 2019 (being the commencement of the next interest rate accrual period); and (c) make such other consequential amendments as required to give effect to the foregoing. The full text of the Extraordinary Resolution and the Second Supplemental Indenture (in draft form) that will be entered into by Fortress and the Debenture Trustee to evidence the Amendments if the Extraordinary Resolution

19 11 is passed by the Debentureholders at the Meeting are set forth in Appendix A and Appendix C to this Information Circular, respectively. If the Extraordinary Resolution is approved by the Debentureholders and all other regulatory approvals are obtained, the effective date of the Amendments will be the date that the Company enters into the Second Supplemental Indenture. Debentureholders are encouraged to read the full text of the Extraordinary Resolution and the Second Supplemental Indenture in their entirety. Reasons For and Anticipated Benefits of the Amendments In reaching its determination, approval and recommendation in respect of the Amendments, the Fortress Board considered many factors, both business and financial, including the terms and conditions of the Amendments, the recommendation of the Special Committee, various strategic factors and potential advantages and disadvantages of the Amendments and also evaluated other available financial alternatives. Without limiting the generality of the foregoing, the benefits, risks and other factors considered by the Fortress Board included the following: Extended Term The maturity date for the amended Debentures will be extended from December 31, 2019 to December 31, 2022, therefore affording Debentureholders a longer period of time during which to receive interest at a favourable rate; Increase in Interest Rate In the current low-interest rate environment, the amended debentures will afford the Debentureholders the opportunity to receive a higher rate of interest for an additional three years; Early Consent Cash Consideration Those Debentureholders that consent to the Extraordinary Resolution on or before 5:00 p.m. on September 24, 2018 will earn an increase to their return on investment by receiving cash consideration equivalent to 2% of the principal amount of Debentures held by such Debentureholders as at the Record Date, subject to the Extraordinary Resolution being approved at the Meeting; Fair to Debentureholders The independent Fairness Opinion provides that, as of the date of such opinion, and subject to the scope of review, assumptions, limitations and qualifications set forth in the opinion, the Amendments are fair, from a financial point of view, to the Debentureholders; Successful Track Record of Payments The Company has an unblemished track record of making interest payments on the Debentures and repayment of principal when due in respect of previously issued debentures of the Company, including the repayment in full of the 6.5% convertible unsecured subordinated debentures in the aggregate principal amount of $40.25 million which matured on December 31, 2016 and the unsecured convertible debenture in the aggregate principal amount of $25.0 million issued in favour of Fonds de solidarité FTQ which was repaid in February 2017 prior to maturity; Continuity of Financing The Amendments provide greater stability to the Company's overall capital structure. The Amendments allow the Company to continue executing on its current business plan, including the advancement of the Company's previously announced Fifth Digester Project and Birch and Hemicellulose Project, without a disruption caused by a new debt issuance or other refinancing; Reduces Risk of Deploying Cash The Amendments will provide the Company with a cost effective strategy to refinance the Debentures, thereby avoiding the need to allocate existing cash or raise additional capital to repay the Debentures in 2019 at a time when such cash could be better applied to the Company's operating and development activities;

20 12 Reduces Risk of Dilution Extending the maturity date will also avoid the possibility that the Company will elect to issue Common Shares to satisfy the repayment of principal when the Debentures are currently scheduled to mature and reduce the risk of issuing Common Shares to satisfy upcoming interest obligations on the Debentures; and Debentureholder Approval The Amendments must be approved by not less than 66 ⅔% of the principal amount of the Debentures held by Debentureholders present in person or represented by proxy at the Meeting and voted upon the Extraordinary Resolution. The foregoing summary of the information and factors considered by the Special Committee and the Fortress Board is not intended to be exhaustive of the factors considered by them in reaching their respective conclusions and making their respective recommendations. In their evaluation of the Amendments, individual members of the Special Committee and the Fortress Board evaluated the various factors summarized above in light of their own knowledge of the business, financial condition and prospects of the Company, and based upon the advice of the Company's financial and legal advisors. In view of the numerous factors considered in connection with their evaluation of the Amendments, neither the Special Committee nor the Fortress Board found it practicable to, and did not, quantify or otherwise attempt to assign relative weight to specific factors in reaching their respective conclusions and recommendations. In addition, individual members of the Special Committee and the Fortress Board may have given different weights to different factors. The conclusions and recommendations of the Special Committee and the Fortress Board were made after considering all of the relevant and material information and factors involved. Independent Fairness Opinion The Special Committee retained Acumen to provide the independent Fairness Opinion in connection with the Amendments. On August 28, 2018, Acumen provided the Fairness Opinion to the Special Committee. The Fairness Opinion provides that, as of the date of the Fairness Opinion and subject to the scope of review, assumptions, limitations and qualifications contained therein, the Amendments are fair to the Debentureholders, from a financial point of view. The full text of the written Fairness Opinion, setting out the assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the Fairness Opinion, is attached as Appendix B to this Information Circular. The summary of the Fairness Opinion in this Information Circular is qualified in its entirety by reference to the full text of the written Fairness Opinion. The Fortress Board encourages Debentureholders to read the written Fairness Opinion in its entirety. The Fairness Opinion is not intended to be and does not constitute a recommendation to any Debentureholder to vote its Debentures in favour of the Amendments or as an opinion concerning the trading price or value of the Debentures following the announcement or completion of the Amendments. The Fairness Opinion was part of a number of factors taken into consideration by the Special Committee and the Fortress Board in making their determinations in respect of the Amendments described below and in authorizing the submission of the Extraordinary Resolution to the Debentureholders for approval. Consent Fee On or about the effective date of the Amendments, the Company will pay a consent fee (the "Consent Fee"), in cash, equal to 2% of the principal amount of Debentures held by Debentureholders as at the Record Date that delivered and did not withdraw valid proxies voting in favour of the Amendments on or prior to 5:00 p.m. (Vancouver time) on September 24, Debentureholders that do not vote in favour of the Amendments by this deadline will not be eligible to receive the Consent Fee, but will be bound by the Amendments if they become effective. Payment of the Consent Fee will be conditional upon, among other things, the Amendments being validly approved by Debentureholders and satisfaction of the other conditions precedent described in this Information

21 13 Circular. Assuming all Debentureholders vote in favour of the Amendments prior to the Consent Fee deadline, the aggregate amount of the Consent Fee payable by the Company will be $1,242,000. The obligation of the Company to pay any Consent Fee is subject to the following conditions: (a) the prior approval of the Amendments by the TSX; (b) subject to quorum of Debentureholders being present at the Meeting and the Meeting being regularly and duly called and constituted, Debentureholders holding not less than 66 ⅔% of the principal amount of the Debentures present or represented by proxy at the Meeting voting in favour of the Amendments; (c) the Second Supplemental Indenture becoming effective and binding on the Company; and (d) the absence of any law, regulation or stock exchange rule that would, and the absence of any pending or threatened injunction or other proceeding that (if adversely determined) would, make unlawful or invalid or enjoin the implementation of the Amendments or the entering into of the Second Supplemental Indenture, or the payment of the Consent Fee, or that would question the legality or validity thereof, (collectively, the "Payment Conditions"). The Payment Conditions are for the benefit of the Company, and such conditions may be asserted by the Company, regardless of the circumstances giving rise to such Payment Conditions, and, provided the TSX has approved the Amendments, the Company may waive any of the other Payment Conditions, in whole or in part. Any determination by the Company described in this paragraph shall be final and binding upon all persons. Notwithstanding anything to the contrary herein, in the case of any Debentures that are registered in the name of a clearing agency of which an intermediary is a participant, the Company may satisfy its obligation to pay to the Debentureholder thereof a Consent Fee by paying such Consent Fee directly to the relevant intermediary, for the benefit of the beneficial owners of such Debentures. Soliciting Dealer Fee The Company has engaged Raymond James as financial advisor in connection with the Amendments and to form and manage the group of soliciting dealers to solicit proxies or voting instructions in favour of the Amendments. The Company will pay a solicitation fee of 1% of the principal amount of Debentures that are voted in favour of the Amendments, payable to the soliciting dealer who solicits such proxy or voting instruction voted in favour of the Amendments (subject to a minimum fee of $150 and a maximum fee of $1,500 per beneficial owner of Debentures that votes Debentures with a principal amount of $10,000 or more FOR the Amendments). No solicitation fees will be paid to the soliciting dealers if the Amendments are not approved by the Debentureholders at the Meeting or if any of the other Payment Conditions are not satisfied. The Company may require soliciting dealers to furnish evidence of such beneficial ownership satisfactory to the Company at the time of consent. No solicitations will be made in the United States nor will any solicitation fees be payable in respect of consents by Debentureholders in the United States. Recommendation of the Fortress Board Following an extensive review and analysis of the Amendments and consideration of other available alternatives and based upon the recommendation of the Special Committee and other relevant factors considered by the Fortress Board, the Fortress Board has unanimously determined that the Amendments are in the best interests of the Company and recommends that Debentureholders vote FOR the Extraordinary Resolution.

22 14 Debentureholder Approval At the Meeting, Debentureholders will be asked to approve the Extraordinary Resolution. The full text of the Extraordinary Resolution is set forth in Appendix A to the Information Circular and must be approved by not less than 66 ⅔% of the principal amount of the Debentures held by the Debentureholders present in person or represented by proxy at the Meeting and voted upon the Extraordinary Resolution. Certain Consequences if the Amendments are not approved by Debentureholders If the Amendments are not approved by the Debentureholders at the Meeting, or any adjournment thereof, and the maturity date of the Debentures is therefore not extended to December 31, 2022 from December 31, 2019, the Company will consider the alternatives available to it to address the maturity of the Debentures. The options may include arranging for alternate debt financing in order to fund the pay-out in cash of the principal amount together with the accrued and unpaid interest thereon and/or satisfying the obligation to pay interest and/or pay the amount owing on the maturity date, in whole or in part, through the issuance of Common Shares. There will be limited time for the Company to fully explore all available options and there is no guarantee that the Company will have sufficient time to arrange for the required financing in order to meet its obligation to deposit the required amount of cash to the Maturity Account (as defined in the Base Indenture) in advance of the maturity date. The Company may, therefore, be required to consider paying out all of the Debentures through the exercise of the Common Share Repayment Right (as defined in the Base Indenture) on the maturity date. Under the Common Share Repayment Right, the number of Common Shares issuable would be determined by dividing the principal amount of the Debentures being redeemed by 95% of the then Current Market Price (as defined in the Base Indenture), as determined in accordance with the Base Indenture, on the date of maturity. This would result in dilution of the existing shareholders' interest in the Company and may have a negative impact on the Company's future discussions with its senior lenders and providers of subordinated debt financing. If the Company fails to deliver the required Maturity Notice (as defined in the Base Indenture) confirming its election to exercise the Common Share Repayment Right by not less than 40 days prior to the maturity date in accordance with the requirements of the Base Indenture, an Event of Default (as defined in the Base Indenture) may occur as a consequence of the limited time available, in which case the provisions of Article 8 of the Base Indenture will apply. Additionally the Company may be required to consider satisfying its interest payment obligations in respect of the Debentures through the delivery to the Debenture Trustee of (i) cash, (ii) Common Shares, or (iii) a combination of cash and Common Shares, by making a Common Share Interest Payment Election (as defined in the Base Indenture). In such event, and subject to the terms of the Indenture, all or a portion of any Debenture interest payment obligation may be paid by the Company from the cash proceeds from the sale by the Debenture Trustee of newly issued Common Shares, which would result in additional dilution of the Company. Other Regulatory Approvals The Debentures are listed and posted for trading on the TSX under the symbol: "FGE.DB.A". In addition to the approval of the Debentureholders, it is a condition precedent to the implementation of the Amendments that the approval of the TSX be obtained. Effective Date of the Amendments The Amendments will become effective on the date the Company enters into the Second Supplemental Indenture. Although the Company anticipates entering into the Second Supplemental Indenture on or about October 3, 2018, it is not possible to state with certainty when the effective date of the Amendments will occur. The effective date of the Amendments could be delayed for a number of reasons.

23 15 Although the Company intends to enter into the Second Supplemental Indenture as soon as possible following approval of the Extraordinary Resolution, the Fortress Board has retained the discretion, without further notice to or approval of the Debentureholders, to revoke the Extraordinary Resolution at any time prior to the Company entering into the Second Supplemental Indenture. Interests of Certain Persons in the Amendments As at the date of this Information Circular, none of the directors or executive officers of Fortress owned any Debentures, other than the following: Director or Executive Officer Principal Held ($000s) % of Total Outstanding Principal Amount Ezra M. Gardner $ % Stock Exchange Listing The Common Shares and the Debentures are listed and posted for trading on the TSX under the trading symbols "FGE" and "FGE.DB.A", respectively. The Debentures commenced trading on the TSX on July 10, It is expected that the Debentures will continue to be listed on the TSX following the Amendments. The closing price of the Debentures on August 27, 2018, the last full trading day on the TSX before the date of this Information Circular, was $89.75 for each $100 principal amount of Debentures. The closing price of the Common Shares on August 27, 2018, the last full trading day on the TSX before the date of this Information Circular, was $2.57. The following table sets forth the high and low trading prices and the aggregate volume of trading of the Debentures (per $100 principal amount of Debentures) as reported by the TSX for the periods indicated. Period High ($) Low ($) Volume 2017 July ,000 August ,694,000 September ,000 October ,000 November ,625,500 December ,071, January ,000 February ,000 March ,000 April ,000 May ,735,000 June ,000 July ,000 August ,000 The following table sets forth the high and low trading prices and the aggregate volume of trading of the Common Shares as reported by the TSX for the periods indicated.

24 Period High ($) Low ($) Volume 2017 July ,971 August ,104 September ,757 October ,389 November ,425 December , January ,739 February ,400 March ,765 April ,366 May ,389 June ,733 July ,595 August , Certain Canadian Federal Tax Considerations TAX CONSIDERATIONS TO DEBENTUREHOLDERS The following summary describes the principal Canadian federal tax considerations arising from and relating to the Amendments generally applicable to a Debentureholder who, for purposes of the Tax Act, and at all relevant times, deals at arm's length with and is not affiliated with the Company, and holds Debentures as capital property (a "Holder"). Debentures will generally be considered to be capital property to a Holder unless the Holder holds such Debentures in the course of carrying on a business or the Holder acquired such Debentures in a transaction or transactions considered to be an adventure or concern in the nature of trade. Certain Canadian resident Holders whose Debentures might not otherwise be considered capital property may, in certain circumstances, make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have the Debentures and all other "Canadian Securities", as defined in the Tax Act, owned by such Holder in the taxation year, and in all subsequent taxation years, deemed to be capital property. Holders should consult with their own tax advisors if they contemplate making such an election. This summary is based upon the current provisions of the Tax Act and the published administrative practices of the Canada Revenue Agency ("CRA"). This summary also takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Tax Proposals") and assumes that all Tax Proposals will be enacted in the form proposed. This summary is not exhaustive of all possible Canadian federal tax considerations and does not take into account or consider other federal or any provincial, territorial or foreign tax considerations. This summary is not applicable to: (a) a Holder that is a "financial institution" (for the purposes of the "mark-tomarket" rules) or a "specified financial institution", each as defined in the Tax Act; (b) a Holder an interest in which would be a "tax shelter investment" within the meaning of the Tax Act; (c) a Holder whose "functional currency" for the purposes of the Tax Act is the currency of a country other than Canada; or (d) a Holder that has entered into or will enter into a "derivative forward agreement" with respect to the Debentures within the meaning of the Tax Act. Such Holders should consult their own tax advisors. No legal opinion from legal counsel or advance tax ruling from the CRA has been requested, or obtained to confirm the tax consequences to Debentureholders of the Amendments. This summary is not binding on the CRA, and the CRA is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various

25 17 interpretations, the CRA and the Canadian courts could disagree with one or more of the positions taken in this summary. This summary is of a general nature only and is not intended to be and should not be construed to be, legal or tax advice to any particular Debentureholder, and no representations with respect to the income tax consequences to any such holder are made. Debentureholders are urged to consult their own tax advisors for advice regarding the income tax consequences to them of the Amendments and acquiring, holding and disposing of Debentures and Common Shares, including the application and effect of the income and other tax laws of any country, province, state or local tax authority. This summary does not address any Canadian federal income tax considerations applicable to nonresidents of Canada, and non-residents should consult their own tax advisors regarding the tax consequences of holding Debentures and Common Shares and the Amendments. Amendment of the Debentures It is not certain whether the Amendments would result in a disposition of the Debentures for Canadian tax purposes. Canadian jurisprudence has held that the amendment of fundamental terms of a debt instrument can result in the creation of a new debt obligation in some circumstances, and for certain purposes. Thus, there can be no assurance that the CRA would not treat the Amendments as a disposition of the Debentures, or that a Canadian court would agree with the CRA's position. Each holder that is resident or deemed to be resident in Canada (a "Resident Holder") should consult its own tax advisor regarding the proper treatment of the Amendments for Canadian tax purposes. In the event that the Amendments do not cause a disposition of the Debentures, then a Resident Holder will not be considered to have disposed of any property for tax purposes, and will have no adverse Canadian tax consequences at the time the Amendments become effective. In the event that the Amendments do cause a disposition of the Debentures, a Resident Holder will be deemed to have received proceeds of disposition equal to the fair market value of the Debentures owned by the Resident Holder at the time the Amendments become effective. The Resident Holder will recognize a capital gain (or loss) on the disposition equal to the amount by which the Resident Holder's proceeds of disposition, net of any reasonable costs of disposition, are greater than (or less than) the adjusted cost base to the Resident Holder of the Debentures owned at the time the Amendments become effective. See "Taxation of Capital Gains and Losses" below. In such a case, the cost of the Debentures to the Resident Holder immediately after the time the Amendments become effective will be equal to the fair market value of the Debentures at that time. Taxation of Capital Gains and Losses Generally, a Resident Holder is required to include in computing its income for a taxation year one-half of the amount of any capital gain (a "taxable capital gain") realized in such taxation year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder is required to deduct one-half of the amount of any capital loss (an "allowable capital loss") realized in a taxation year from taxable capital gains realized by the Resident Holder in the year. Allowable capital losses in excess of taxable capital gains may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years to the extent and in the circumstances described in the Tax Act. Capital gains realized by an individual or by most trusts may give rise to alternative minimum tax under the Tax Act. In addition, Canadian-controlled private corporations (as defined in the Tax Act) may be subject to an additional refundable tax of 10 ⅔% on certain investment income, including interest and taxable capital gains.

26 18 Consent Fee A Debentureholder who receives the Consent Fee will generally be required to include the fair market value of such Consent Fee in computing the income of the Debentureholder in the taxation year in which the Consent Fee is received or becomes receivable. Certain Other Tax Considerations The Information Circular does not contain a summary of the non-canadian tax considerations of the Amendments for Debentureholders who are subject to tax outside of Canada. Such Debentureholders should consult their own tax advisors with respect to the tax implications of the Amendments, including any associated filing requirements in such jurisdictions. Market for Debentures RISKS RELATED TO THE AMENDMENTS The Debentures currently trade on the TSX. However, no assurance can be given that an active or liquid trading market for the Debentures will continue or be sustained. If an active or liquid market for the Debentures fails to be sustained, the prices at which the Debentures trade may be adversely affected. Whether or not the Debentures will trade at lower prices depends on many factors, including the liquidity of the Debentures, prevailing interest rates and the markets for similar securities, the market price of the Common Shares, general economic conditions and the Company's financial condition, historic financial performance and future prospects. Repayment of the Debentures The ability of Fortress to make scheduled payments on or refinance its debt obligations, including the Debentures, depends on its financial condition and operating performance, which are subject to a number of factors beyond its control. Fortress may be unable to maintain a level of cash flows from operating activities sufficient to permit Fortress to pay the principal, premium, if any, and interest on its indebtedness, including the Debentures. If the Company's cash flows and capital resources are insufficient to fund its debt service obligations, Fortress could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance its indebtedness, including the Debentures. Fortress may not be able to effect any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow Fortress to meet its scheduled debt service obligations. The Company's inability to generate sufficient cash flows to satisfy its debt obligations, or to refinance its indebtedness on commercially reasonable terms or at all, would materially and adversely affect the Company's business, results of operations, financial condition and its ability to satisfy its obligations under the Debentures. The Debentures will be subordinate to Senior Indebtedness, as defined in the Indenture, of the Company. In the event of the Company's insolvency, bankruptcy, liquidation, reorganization, dissolution or winding up, its assets would be made available to satisfy the obligations of the creditors of such senior indebtedness before being available to pay the Company's obligations to the holders of the Debentures. Additionally, the Indenture does not, and the Second Supplemental Indenture will not, restrict the Company or any of its subsidiaries from incurring additional indebtedness or from mortgaging, pledging or charging its assets to secure any indebtedness. Accordingly, all or a substantial portion of the Company's assets could be unavailable to satisfy the claims of the Debentureholders.

27 19 Redemption Prior to Maturity The Debentures may be redeemed, at the option of the Company, prior to the maturity date at any time and from time to time, in the circumstances and at the redemption prices set forth in the Indenture, together with any accrued and unpaid interest. Debentureholders should assume that this redemption option, when available, will be exercised if the Company is able to refinance at a lower interest rate or it is otherwise in the interest of the Company to redeem the Debentures. The Company may determine to redeem outstanding Debentures for Common Shares or repay outstanding principal amounts of the Debentures at maturity by issuing additional Common Shares, which could negatively affect the market price of the Common Shares. Debentureholder Vote The Indenture permits holders of 66 ⅔% of the outstanding principal amount of the Debentures represented at the Meeting to approve the Extraordinary Resolution. The quorum requirement for the Meeting is 25% of all outstanding principal amount of Debentures; therefore, the Extraordinary Resolution can be approved with the support of holders of only 16.67% of the outstanding principal amount of the Debentures. Purpose of the Meeting INFORMATION CONCERNING THE MEETING The information contained in this Information Circular is furnished in connection with the solicitation of proxies by the management of Fortress for use at the Meeting. At the Meeting, Debentureholders will consider and vote upon the Extraordinary Resolution and such other business as may properly come before the Meeting. Following an extensive review and analysis of the Amendments and consideration of other available alternatives and based upon the recommendation of the Special Committee and other relevant factors considered by the Fortress Board, the Fortress Board has unanimously determined that the Amendments are in the best interests of the Company and recommends that Debentureholders vote in favour of the Extraordinary Resolution. See "The Amendments Background to the Amendments" and "The Amendments Reasons for and Anticipated Benefits of the Amendments" and "The Amendments Recommendation of the Fortress Board". Date, Time and Place of Meeting The Meeting will be held at 3:00 p.m. (Vancouver time) on October 1, 2018 at the offices of Sangra Moller LLP, West Georgia Street, Vancouver, British Columbia, for the purposes set forth in the accompanying Notice of Extraordinary Meeting of Debentureholders. The purpose of the Meeting is for Debentureholders to consider and, if deemed advisable, to approve the Extraordinary Resolution. Debentureholders whose names have been entered in the register of holders of Debentures on the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment thereof. Solicitation of Proxies This Information Circular is provided in connection with the solicitation of proxies by the management of Fortress for use at the Meeting for the purposes set forth in the accompanying Notice of Extraordinary Meeting of Debentureholders. Solicitations of proxies will be primarily by mail, but may also be in person or by telephone, fax or oral communication by directors, officers, employees and/or agents of Fortress. The Company has engaged the services of Laurel Hill Advisory Group to provide proxy solicitation services in connection with the Meeting. All costs of the solicitation for the Meeting will be borne by Fortress, and Fortress

28 20 will reimburse Broadridge (as such term is defined below) and intermediaries for the reasonable fees and costs incurred by them in mailing soliciting materials to Beneficial Debentureholders. Also see "Advice to Beneficial Debentureholders" below. The Company is not using "notice and access" to send its proxy related materials to Debentureholders, including this Information Circular and the Instrument of Proxy. If you have any questions about the information contained in this Information Circular or need assistance with voting your proxy, please contact the information and proxy solicitation agent, Laurel Hill Advisory Group, by telephone toll free in North America at , collect at or by at Information for U.S. Debentureholders The solicitation of proxies for the Meeting is not subject to the requirements of Section 14(a) of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, the solicitations and transactions contemplated in this Information Circular are made in the United States with respect to securities of a Canadian issuer in accordance with Canadian corporate and securities laws. Debentureholders in the United States should be aware that such laws are different from those of the United States applicable to registration statements under the United States Securities Act of 1933, as amended, and proxy statements under the Exchange Act. In addition, tax considerations applicable to persons subject to U.S. taxation have not been included in this Information Circular. U.S. Debentureholders should consult their tax advisors to determine the particular tax consequences to them in connection with Amendments. Voting Rights and Appointment of Proxies As at the date hereof, the Company has $62,100,000 aggregate principal amount of Debentures issued and outstanding. Each $1,000 principal amount of Debentures entitles the holder of record as at the close of business on the Record Date to one vote at the Meeting. All of the Debentures are registered under the name of CDS & Co. (the registration name for CDS). Accordingly, in order for a Beneficial Debentureholder to vote its Debentures FOR or AGAINST the Extraordinary Resolution, it must complete and sign the applicable instrument of proxy or other voting instruction form provided by its broker or other intermediary and return such instrument of proxy or other voting instruction form in accordance with the instructions provided therein well in advance of the Meeting. Failure to do so will result in your Debentures not being voted at the Meeting. See "Advice to Beneficial Holders of Debentures". Revocation of Proxies A Beneficial Debentureholder may revoke a proxy or voting instruction form provided by its broker or other intermediary in accordance with the instructions provided therein. Voting of Proxies The Debentures represented by the accompanying form of proxy will be voted in accordance with the instructions of the Debentureholder on any ballot that may be called for, and if the Debentureholder specifies a choice with respect to any matter to be acted upon, the Debentures will be voted accordingly. In the absence of such direction, Debentures represented by proxies will be voted FOR the Extraordinary Resolution. The accompanying form of proxy confers discretionary authority on the persons named therein with respect to amendments or variations to matters identified in the Notice of Extraordinary Meeting of Debentureholders, or other matters which may properly come before the Meeting. At the time of printing this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

29 21 Advice to Beneficial Debentureholders The information set forth in this section is of significant importance to all Debentureholders, as all of the Debentures are registered in the name of CDS and are held through brokers, intermediaries, trustees or other persons. Without specific instructions, a broker, intermediary, trustee, other person or nominee is prohibited from voting Debentures for its clients. Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Debentureholders in advance of securityholder meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Debentureholders in order to ensure that their Debentures are voted at the Meeting. The voting instruction form ("VIF") supplied to a Beneficial Debentureholder is similar to the Instrument of Proxy provided to registered Debentureholders by Fortress; however, its purpose is limited to instructing the registered Debentureholder (the broker or the agent of the broker) on how to vote on behalf of the Beneficial Debentureholder. The majority of brokers now delegate responsibility for obtaining voting instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge typically mails a scannable VIF instead of the form of Instrument of Proxy. The Beneficial Debentureholder is asked to complete the VIF and return it to Broadridge by mail or facsimile. Alternatively, the Beneficial Debentureholder may vote online or by calling a toll-free number found on the VIF. Lastly, Fortress may utilize the Broadridge QuickVote service to assist eligible Debentureholders with voting over the telephone with Laurel Hill Advisory Group. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of the Debentures to be represented at the Meeting. A Beneficial Debentureholder receiving a VIF cannot use that VIF to vote Debentures directly at the Meeting, but rather a Beneficial Debentureholder must submit its voting instructions in accordance with the instructions in the VIF. Although a Beneficial Debentureholder may not be recognized directly at the Meeting for the purposes of voting Debentures registered in the name of his, her or its broker (or agent of the broker), a Beneficial Debentureholder may attend the Meeting as proxyholder for the registered Debentureholder and vote the Debentures in that capacity. Beneficial Debentureholders who wish to attend the Meeting and indirectly vote their Debentures as proxyholders for the registered Debentureholder should enter their own names in the blank space on the VIF provided to them and return the same in accordance with the instructions provided well in advance of the Meeting. The Company will not send proxy-related materials directly to non-objecting Beneficial Debentureholders. Such materials will be delivered to objecting Debentureholders by Broadridge or through the non-objecting Beneficial Debentureholder's intermediary. Fortress will pay the reasonable fees and costs of Broadridge or an objecting Beneficial Debentureholder's intermediary to deliver the proxy-related materials and Form F7 Request for Voting Instructions Made by Intermediary of National Instrument to objecting Beneficial Debentureholders. Voting Securities and Principal Holders Thereof As of the date hereof, the directors and executive officers of Fortress are not aware of any person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of the issued and outstanding Debentures. Quorum A quorum at the Meeting is that number of Debentureholders present in person or by proxy representing not less

30 22 than 25% of the aggregate principal amount of Debentures then outstanding. If a quorum is not present within 30 minutes from the time fixed for the holding of the Meeting, the Meeting may be adjourned to such date, being not less than 14 and not more than 60 days later, and to such place and time as may be appointed by the chairman of the Meeting. No less than 10 days' notice shall be given of the time and place of such adjourned Meeting. At the adjourned Meeting, the Debentureholders present in person or by proxy shall form a quorum and may transact the business for which the Meeting was originally convened, notwithstanding that they may not represent 25% of the aggregate principal amount of Debentures then outstanding. Other Business Management of Fortress does not intend to present and does not have any reason to believe that others will present any item of business other than those set forth in this Information Circular at the Meeting. However, if any other business is properly presented at the Meeting and may properly be considered and acted upon, proxies will be voted by those named in the form of proxy in their sole discretion, including with respect to any amendments or variations to the matters identified in this Information Circular. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS Other than as disclosed herein, there were no material interests, direct or indirect, of directors or executive officers of the Company, of any shareholder who beneficially owns or controls or directs, directly or indirectly, more than 10% of the outstanding Common Shares, or any other Informed Person (as defined in National Instrument ) or any known associate or affiliate of such persons, in any transaction since the commencement of the most recently completed financial year of the Company or in any proposed transaction which has materially affected, or would materially affect, the Company or any of its subsidiaries. Written Consent in Lieu of a Meeting POTENTIAL CANCELLATION OF MEETING IF THE ACCOMPANYING FORM OF PROXY OR VOTING INSTRUCTION FORM IS EXECUTED IN WRITING BY DEBENTUREHOLDERS HOLDING NOT LESS THAN 66 ⅔% OF THE PRINCIPAL AMOUNT OF THE DEBENTURES OUTSTANDING WHO MARK THE "FOR" BOX PRIOR TO THE MEETING, THE DEBENTURE AMENDMENTS WILL BE APPROVED AND THE COMPANY WILL CANCEL THE MEETING. The Indenture provides, among other things, that any action which may be taken and all powers that may be exercised by Debentureholders at a meeting may also be taken and exercised by an instrument in writing signed by the Debentureholders holding not less than 66 ⅔% of the principal amount of outstanding Debentures. Accordingly, the Company or its representatives may be soliciting signed instruments in writing in the form of the Form of Proxy or the Voting Instruction Form in advance of the Meeting. If signed instruments in writing are obtained from Debentureholders holding not less than 66 ⅔% of the principal amount of the Debentures before the Meeting, the Company will cancel the Meeting. If the Company elects to proceed in this manner, instruments in writing signed by the Debentureholders in accordance with the provisions of the Indenture shall be binding upon all Debentureholders, whether signatories thereto or not, and each and every Debentureholder and the Debenture Trustee shall be bound to give effect accordingly to the Extraordinary Resolution and instruments in writing. DEBENTUREHOLDER RIGHTS Some of your rights as a Debentureholder, including those relating to the Meeting, are described generally in this Information Circular. For more details, reference is made to the full text of the Base Indenture and the First Supplemental Indenture, copies of which are posted for public access under the Company's SEDAR profile at or, alternatively can be obtained upon request from the Corporate Secretary of Fortress at its

31 23 head office, 2 nd Floor, 157 Chadwick Court, North Vancouver, British Columbia V7M 3K2, Tel: (604) DEBENTURE TRUSTEE The Debenture Trustee under the Indenture is Computershare Trust Company of Canada, a trust company licensed to carry on business in all provinces of Canada having an office in the City of Vancouver, in the Province of British Columbia. The Debenture Trustee may be contacted as follows: Computershare Trust Company of Canada, 510 Burrard Street, 3 rd Floor, Vancouver, British Columbia, V6C 3B9, Attention: General Manager, Corporate Trust Services, Fax: (604) ADDITIONAL INFORMATION Additional information relating to the Company is available on SEDAR at Financial information in respect of the Company and its affairs is provided in the Company's audited consolidated financial statements for the year ended December 31, 2017 and the Company's unaudited consolidated financial statements for the three and six months ended June 30, 2018 and the related management's discussion and analysis. Copies of the Company's financial statements and related management's discussion and analysis are available upon request from the Corporate Secretary of Fortress at its head office, 2 nd Floor, 157 Chadwick Court, North Vancouver, British Columbia V7M 3K2, Tel: (604)

32 24 APPROVAL OF INFORMATION CIRCULAR The undersigned hereby certifies that the contents and the sending of this Information Circular have been approved by the directors of the Company. DATED at Vancouver, British Columbia, Canada, this 28 th day of August, BY ORDER OF THE BOARD OF DIRECTORS OF FORTRESS GLOBAL ENTERPRISES INC. /s/ Chadwick Wasilenkoff Chadwick Wasilenkoff Chairman, Chief Executive Officer and President

33 APPENDIX A EXTRAORDINARY RESOLUTION BE IT RESOLVED AS AN EXTRAORDINARY RESOLUTION THAT: 1. Fortress Global Enterprises Inc. ("Fortress") and Computershare Trust Company of Canada (the "Debenture Trustee") be and are hereby authorized to enter into and perform their respective obligations under a second supplemental indenture (the "Second Supplemental Indenture") to be entered into between Fortress and the Debenture Trustee at such time as may be determined by Fortress, in its sole discretion, pursuant to which the debenture indenture dated December 22, 2011 between Fortress and the Debenture Trustee, as supplemented by the first supplemental indenture dated July 10, 2012, governing the 7.0% convertible unsecured subordinated debentures ("Debentures") of Fortress, shall be supplemented and amended to: (i) extend the maturity date of the Debentures from December 31, 2019 to December 31, 2022; (ii) increase the interest rate of the Debentures from 7.0% per annum to 8.0% per annum effective January 1, 2019; and (iii) make such other consequential amendments as required to give effect to the foregoing, a copy of which Second Supplemental Indenture (in draft form) is attached as Appendix C to the management information circular of Fortress dated August 28, 2018, such Second Supplemental Indenture being subject to such changes and amendments as may be approved by the persons referred to in paragraph 3 hereof, such approval to be evidenced conclusively by their execution and delivery of such Second Supplemental Indenture (as changed or amended), and the Second Supplemental Indenture (as changed or amended, if applicable) as signed is that which is hereby approved; 2. notwithstanding that this extraordinary resolution has been duly passed, the board of directors of Fortress may, without further notice to or approval of the holders of Debentures, revoke this extraordinary resolution at any time prior to Fortress entering into the Second Supplemental Indenture; and 3. any single director or officer of Fortress be and is hereby authorized, for and on behalf of Fortress, to execute and deliver the Second Supplemental Indenture and to execute, with or without the corporate seal, and, if appropriate, deliver all other documents and instruments and to do all other things as in the opinion of such director or officer may be necessary or desirable to implement this resolution, the Second Supplemental Indenture and the matters authorized hereby and thereby, such determination to be conclusively evidenced by the execution and delivery of any such document or instrument, and the taking of any such action.

34 APPENDIX B FAIRNESS OPINION (see attached)

35 ACUMEN CAPI i A I P A R T N I t<. August 28, 2018 The Special Committee Fortress Global Enterprises Inc. 157 Chadwick Ct, 2nd Floor North Vancouver, BC V7M 3K2 To the Special Committee of Fortress Global Enterprises Inc. (the "Special Committee"): Acumen Capital Finance Partners Limited ("Acumen") understands that Fortress Global Enterprises Inc. ("Fortress" or the "Company") is planning to make a proposal (the "Proposal") to the holders (the "Debentureholders") of the Company's 7.0% convertible unsecured subordinated debentures due December 3 1, (the "Debentures") to amend the terms of the Debentures. Pursuant to a Management Information Circular (the "Information Circular") dated August 28, 2018, the Company is offering via the Proposal to increase the interest rate of the Debentures from 7.0% to 8.0%, extend the maturity date of the Debentures from December 3 1, to December 3 1, 2022, and make such other consequential amendments as required to give effect to the forgoing (collectively, the "Amendments") as described in greater detail in the Information Circular. The Proposal is subject to the approval of the Toronto Stock Exchange and the Debentureholders by way of extraordinary resolution, as well as other customary closing conditions and provisions. The terms of, and conditions necessary to complete the Amendments shall be set forth in the Information Circular to be mailed to the Debentureholders in connection with the extraordinary meeting of the Debentureholders (the "Extraordinary Meeting") to be held to consider and, if deemed advisable, to approve the Amendments. To assist the special committee of the board of directors of Fortress (the "Special Committee") in considering the Proposal, and the making of its recommendation in respect thereof, the Special Committee engaged Acumen to provide an opinion (the "Fairness Opinion Agreement") as to whether the Amendments are fair, from a financial point of view, to the Debentureholders. ACUMEN'S ROLE Acumen was engaged by the Special Committee to provide this Fairness Opinion for delivery to the Special Committee pursuant to an agreement dated August 16, 2018 (the "Fairness Opinion Agreement"). The Fairness Opinion Agreement provides for Acumen to receive from Fortress, in consideration for the services provided, a fee for the preparation and delivery of this Fairness Opinion which is not contingent upon the conclusions reached herein or acceptance of the Proposal by Debentureholders. Fortress will also reimburse Acumen for its reasonable expenses. The fees payable to Acumen in connection with the Fairness Opinion Agreement are not financially material to Acumen. In addition, pursuant to the Fairness Opinion Agreement, Acumen and its affiliates, and each of their respective directors, officers, employees and agents are to be indemnified by the Company under certain circumstances from and against certain potential liabilities arising in connection with the Fairness Opinion Agreement and this Fairness Opinion ACUMEN CAPITAL FINANCE PARTNERS LIMITED

36 -2- rendered to the Special Committee. CREDENTIALS OF ACUMEN Acumen, established in 1 995, is a Canadian investment dealer specializing in small cap Canadian listed companies. Acumen is a member of the Investment Industry Regulatory Organization of Canada, the TSX, TSX-Venture and the Canadian Investor Protection Fund. Acumen's 35 employees provide its clients with a broad range of investment banking, brokerage, research, trading and financial advisory services. Acumen's office is located in Calgary, Alberta. The investment banking and research aspects of Acumen's business are focused on growth oriented small cap companies. Acumen acts as lead or managing agent on behalf of issuers in the structuring, pricing and placement of securities in 'fie Canadian capital markets. Acumen's investment banking group also serves the firm's corporate clients by executing financial advisory assignments in areas such as business valuations, fairness opinions, mergers and acquisitions, general financial advice and expert financial testimony. Acumen is active in the publication of public company reports compiled by its research analysts. INDEPENDENCE OF ACUMEN None of Acumen, its affiliates or associates, is an insider, associate or affiliate (within the meanings attributed to those terms in the Securities Act (Alberta)), or a related entity of the Company, the Special Commif.ee or any of the respective associate or affiliates (collectively, the "Interested Parties"). Acumen is not acting as an advisor, financial or otherwise, to any Interested Party in connection with the Proposal, or in connection with any other transaction. Acumen has not previously provided financial advisory or financing services to an Interested Party or otherwise had a material financial interest in any transaction involving an Interested Party, in each case, within the past two years. There are no understandings, agreements or commitments between Acumen and any Interested Party with respect to any future business dealings, however, Acumen may in the future in the ordinary course of business seek to perform financial advisory services for any one or more of them from time to time. Acumen acts as a trader and dealer, both bs principal and agent, in Canadian financial markets and, as such, may have, today, or in the future, positions in the securities of any Interested Party, and from time to time, may have executed or may execute transactions on behalf of any Interested Party or other clients for which it received or may receive compensation, hi addition, as an investment dealer, Acumen conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on issues and investment matters, including with respect to an Interested Party or the Proposal. SCOPE OF REVIEW In connection with rendering this Fairness Opinion, Acumen has reviewed (where applicable) and relied upon, or earned out, among other things, the following: a) audited annual financial statements of the Company as at and for the years ended December 31, 2017 and December 31, 2016, together with management's discussion & analysis of financial condition and operating results for each such financial period and management's certifications of annual filings in respect thereof; b) unaudited financial statements of the Company as at and for the interim periods ended March 31, and June 30, 201 8, together with management's discussion & analysis of the financial condition and operating results for each such interim periods and management's certifications of interim filings in respect thereof; ACUMEN CAPITAL FINANCE PARTNERS LIMITED

37 - 3 - c) the notice of meeting and Information Circular in respect of the extraordinary meeting of Debentureholders to be held on October 1, 20'. S; d) news releases issued by the Company since January, 201 7; e) certain internal financial information, and financial and operational analysis, projections and models prepared by, or on behalf of the Company, relating to its business and the Proposal; f) a certificate of representation as to certain factual matters as of the date hereof, addressed to Acumen and provided by a senior officer of the Company; g) the Debenture indenture of the Company dated December 22, between, the Company and Computershare Trust Company of Canada, as supplemented by the fust supplemental indenture dated July 10, 2012; h) the short-fc rm prospectus of the Company dated July 3, in respect of the offering of the Debentures; i) the Company's loan agreements; j) budgets and plans for the Company's xylitol project; k) forecasts and market information for the dissolving pulp industry; I) the current and historical trading performance of the Company's common shares and the Debentures and of other selected comparable public companies in the secondary market, m) forecasts of foreign exchange rates; n) announcements and terms related to debenture offerings and amendments from other selected companies; o) the financial terms (including coupon rate, yield, term and other information), to the extent publicly available, of selected convertible and non-conveni ble debentures, whether secured, unsecured, subordinated or other, of selected companies; p) the yields of selected bond indices;. q) the composition of the current Debentureholders, as made available by Company management; r) discussions with management of the Company with regard to, among other things, the business, past and. current operations, quality of assets, financial projections, current financial condition, future potential corporate or asset transactions and risks and opportunities of the Company; and s) other public information relating to the business and financial condition of the Company and other select companies Acumen considered relevant. In addition to the information detailed above. Acumen has further reviewed, considered and relied upon, among other things, the following: a) a draft of the Information Circular; b) information with respect to selected precedent debenture amendment transactions Acumen considered relevant; and ACUW^N CAPITAL FINANCE PARTNERS LHVHTED

38 -4- c) other information, analysis, investigations and discussion as Acumen considered relevant and appropriate in the circumstances. Acumen did not meet with the auditors of the Company and has assumed the accuracy and fair presentation of the audited and unaudited financial statements of the Company, and, as applicable, the reports of tire auditors thereon. Acumen has not, to its knowledge, been denied access ;o any information requested. ASSUMPTIONS AND LIMITATIONS We have relied upon and have assumed the completeness, accuracy and fair representation of all financial and other information, data, documents, materials, advice, opinions and representations obtained by us, including information relating to the Company provided to us by or on behalf of the company and its affiliates or otherwise pursuant to the Fairness Opinion Agreement, and this Fairness Opinion is conditional upon such completeness, accuracy, and fairness. We have not attempted to verify independently the accuracy or completeness of any such information, data, advice, opinions or representations. A senior officer of the Company has represented to Acumen, in a certificate dated as at the date hereof, among other things, that to the best of his knowledge, information and belief, with the exception of certain forecasts, projections or estimates, (i) the information, data, opinions, representations and other materials (oral or wrirten) (collectively referred to as the "Information") provided to Acumen by or on behalf of the senior officers of the Company in respect of the Company and its affiliates is or, in the case of historical Information was, at the date of preparation, complete and accurate in all material respects and did 1101 and does not contain any untrue statement of a material fact and does not omit to state a material fact necessary to make the Information not misleading in the light of circumstances in which it was presented; and (ii) to the extent that any of the Information is historical, there has been no changes in any material facts or new material facts since the respective dates thereof that have not been disclosed to Acumen or updated by current information provided to Acumen by the Company and there has been no material change, financial or otherwise in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Company and no material change has occurred in the Information or any part thereof which would have or which would reasonably be expected to have a material effect on the Fairness Opinion. We have also assumed that the transaction process undertaken by the Company was appropriate. With respect to the operating and financial projections of the Company which were furnished to us, we have assumed that such projections have been reasonably prepared by the Company on a basis reflecting the best currently available estimates and good faith judgments by management of the Company of the future competitive, operating and regulatory environments and related financial performance of the Ccmpany. We express no view as to any such financial projections or the assumptions on which any of them are based. The Proposal is subject to a number of conditions outside the control of the Company and Acumen has assumed all conditions precedent to the completion of the Proposal can be satisfied in due course and all consents, permissions, exemptions or orders of relevant regulatory authorities will be obtained, without adverse conditions or qualification. In rendering this Fairness Opinion, we express no view as to the likelihood that the conditions respecting the Proposal will be satisfied or waived or that the Proposal will be accepted or implemented within the time frame indicated in the Information Circular. In addition, we have assumed that the Company will not incur any material liability or obligation, or lose any material rights, as 3 result of making the Proposal and that the procedures being followed to implement the Proposal are valid and effective, and in accordance with applicable ACUMEN CAPITAL FINANCE PARTNERS LIMITED

39 -5- laws and that the disclosures of the Company, the Information Circular and in any disclosure documents will be accurate and will comply with the requirements of applicable laws. This fairness Opinion is rendered on the basis of market, economic, financial and general business and other conditions prevailing as at the date hereof, and the Information made available to Acumen as at the date hereof. In rendering this Fairness Opinion, Acumen has assumed that there are no undisclosed material facts relating to the Comply or its business, operations, capital or future prospects. Any changes therein may affect this Fairness Opinion and, although we reserve the right to change, withdraw or supplement this Fairness Opinion in such event or in the event that subsequent developments affect this Fa.rness Opinion, we disclaim any obligation to advise any person of any c.iange that may come to our atteniion or to update, revise or reaffirm this Fairness Opinion after the date hereof. In its analyses and in connection with the preparation of this Fairness Opinion, Acumen made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Proposal. While in the opinion of Acumen, our assumptions used in preparing this Fairness Opinion are reasonable in the current circums:ances, some or all of these assumptions may prove to be incorrect. Acumen believes that the analyses and factors considered in arriving at this Fairness Opinion must be considered as a whole and are not amenable to part al analyses or summary description and that selecting portions of the analyses and the factors considered, without considering all factors and analyses together, could create a misleading view of the process employed and the conclusions reached. Any attempt to do so could lead to undue emphasis on any particular factor or analysis. In arriving at this Fairness Opinion, Acumen has not attributed any particular weight to any specific analyses or factor but rather based this Fa mess Opinion on a number of qualitative and quantitative factors deemed appropriate by Acumen based on Acumen's experience in rendering such opinions. Acumen has not been asked to pass upon, and expresses no opinion with respect to, any matter other than whether, as of the date hereof, the Amendments pursuant to the Proposal are fair, from a financial point of view, to the Debenturehclders. Acumen has not been engaged to prepare, and has not prepared, a valuation or appraisal of the Company or any of its respective assets, securities or liabilities (contingent or otherwise), nor have we been furnished with any such valuations or appraisals, nor have we evaluated the solvency or fair value of the Company under any applicable laws relating to bankruptcy, insolvency or similar matters, and this Fairness Opinion should not be construed as such. Furthermore, this Fairness Opinion is not, and should not be construed as, advice as lo the price Bt which the securities of the Company may trade at any future date (whether before or after the acceptance of the Proposal) or a recommendation to acquire the securities of the Company. In addition, this Fairness Opinion does not address the overall fairness of the Proposal :o the holders of any other class of securities (only the fairness of the Amendments to the Debentureholders as expressly set out in this Fairness Opinion), creditors or other constituencies of the Company. This Fairness Opinion does not address the relative merits of the Proposal as compared to other business or financial strategies that might be available to the Company, nor does it address the underlying business decision of the Company to make the Proposal. We were not engaged lo review any legal, regulatory, tax or accounting aspects of the Proposal and, accordingly, express no view thereon and have assumed the accuracy and completeness of assessments by the Company and its advisors with respect to legal, regulatory, tax and accounting matters. This Fairness Opinion has been prepared in accordance with the Disclosure Standards for Formal Valuations and Fairness Opinions of Investment Industry Regulatory Organization of Canada ("I7ROC") but IIROC has not been involved in the preparation or review ofthis Fairness Opinion. ACUMEN CAPITAL FINANCE PARTNERS LIMITED

40 -6- CONCLUSION Based upon and subject to the foregoing and such other matters as Acumen considers relevant, it is Acumen's opinion that, as of the date hereof, the Amendments are fair from a financial point of view, to the Debentureholders. This Fairness Opinion is not, and is not intended to be, a recommendation to Debentureholders as to how to vote at the Extraordinary Meeting. This Fairness Opinion has been provided solely for the use of the Special Committee and the Company for the purposes of its consideration of the Proposal and may not be used or relied upon by any other person or for any other purpose without the express prior written consent of Acumen. This Fairness Opinion shall not be reproduced, disseminated, quoted from or referred to (in whole or in part) and no public reference to Acumen Capital Finance Partners Limited or its affiliates relating to the Proposal or this Fairness Opinion shall be made without the express prior written consent of Acumen, except that we consent to the inclusion of the complete text of this Fairness Opinion and to appropriate references to, or summaries of, this Fairness Opinion, subject to our review to our satisfaction of the final form and context of such disclosures in the Information Circular, or other form of document(s) required to be mailed or disseminated to Debentureholders in connection with the Proposal. Yours sincerely, fl c )' Acumen Capital Finance Partners Limited i r C, r ACUMEN CAPITAL FINANCE PARTNERS LIMITED

41 APPENDIX C DRAFT FORM OF SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL DEBENTURE INDENTURE is dated as of the [ ] day of [ ], BETWEEN: AND: FORTRESS GLOBAL ENTERPRISES INC., a corporation existing under the laws of British Columbia and having its head office in North Vancouver, in the Province of British Columbia (the "Corporation") COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company having an office in the City of Vancouver, in the Province of British Columbia (the "Trustee") WITNESSETH THAT: WHEREAS the Corporation and the Trustee have entered into a Debenture Indenture dated as of the 22nd day of December, 2011 (the "Base Indenture"), which provides for the issuance of one or more series of debentures by way of a supplemental indenture; AND WHEREAS the Corporation and the Trustee have entered into a first supplemental debenture indenture (the "First Supplemental Indenture" and together with the Base Indenture, the "Indenture") for the purpose of providing for the issuance of up to $69,000,000 aggregate principal amount of 7.0% convertible unsecured subordinated debentures due December 31, 2019 (the "Debentures"); AND WHEREAS Section 16.1 of the Base Indenture provides that the Corporation and the Trustee may supplement the Base Indenture for the purpose of, inter alia, giving effect to any Extraordinary Resolution passed as provided in Article 13 of the Base Indenture; AND WHEREAS the holders of the Debentures (the "Debentureholders") have duly passed an Extraordinary Resolution (as defined in the Base Indenture) to provide for the extension, amendment and redesignation of the Debentures as 8.0% convertible unsecured subordinated debentures due December 31, 2022, and to enter into this second supplemental debenture indenture with the Trustee (the "Second Supplemental Indenture") to amend the terms of the First Supplemental Indenture and the Debentures; AND WHEREAS all necessary acts and proceedings have been done and taken and all necessary resolutions have been passed, including an Extraordinary Resolution to authorize the execution and delivery of this Second Supplemental Indenture, to make the same effective and binding upon the Corporation, and to amend the Debentures, when authenticated by the Trustee and issued as provided in this Second Supplemental Indenture, valid, binding and legal obligations of the Corporation with the benefit and subject to the terms of this Second Supplemental Indenture;

42 AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Trustee; NOW THEREFORE THIS SECOND SUPPLEMENTAL INDENTURE WITNESSES that, in consideration of the respective covenants and agreements contained herein and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged), the Corporation and the Trustee covenant and agree, for the benefit of each other and for the equal and rateable benefit of the holders, as follows: 1.1. Definitions ARTICLE 1 AMENDMENTS (a) (b) All references to "7.0% Convertible Debentures" in the First Supplemental Indenture shall be replaced by "8.0% Convertible Debentures" and shall no longer refer to 7.0% convertible unsecured subordinated debentures due December 31, 2019 but shall instead refer to 8.0% convertible unsecured subordinated debentures due December 31, In addition, the following term has the meaning set forth below: 1.2. Terms of Debentures "Amendment Effective Date" means, with respect to the 8.0% Convertible Debentures, [ ], Sections 2.1(b), 2.1(c) and 2.1(d) of the First Supplemental Indenture are hereby deleted and replaced with the following: (b) (c) (d) The 8.0% Convertible Debentures shall be dated as of the date of issue and shall mature on December 31, 2022 (the "Maturity Date"); Until December 31, 2018, the 8.0% Convertible Debentures shall bear interest at the rate of 7.0% per annum and at the rate of 8.0% per annum thereafter (based on a year of 365 days and the actual number of days in the relevant interest period), payable in equal semiannual instalments in arrears on June 30 and December 31 in each year, the first such payment to fall due on December 31, 2018 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the 8.0% Convertible Debentures) to fall due on December 31, 2022, payable after as well as before maturity and after as well as before default, with interest on amounts in default at the same rate, compounded semi-annually. Any payment required to be made on a day that is not a Business Day will be made on the next succeeding Business Day. The record date for the payment of interest on the 8.0% Convertible Debentures will be the eighth Business Day prior to the applicable Interest Payment Date. The 8.0% Convertible Debentures will be redeemable in accordance with the terms of Article 4 of the Indenture. At any time up to the Maturity Date, the 8.0% Convertible Debentures may be redeemed in whole or in part from time to time at the option of the Corporation at a price equal to the principal amount thereof plus accrued and unpaid interest. The Redemption Notice for the 8.0% Convertible Debentures shall be

43 1.2. Form of Debentures substantially in the form of Schedule "B" to this Second Supplemental Indenture. In connection with the redemption of the 8.0% Convertible Debentures, the Corporation may, at its option and subject to the provisions of Section 4.6 of the Indenture and subject to regulatory or stock exchange approval, elect to satisfy its obligation to pay all or a portion of the aggregate Redemption Price of the 8.0% Convertible Debentures to be redeemed by issuing and delivering to the holders of such 8.0% Convertible Debentures, such number of Freely Tradeable Common Shares as is obtained by dividing the principal amount of such 8.0% Convertible Debentures by 95% of the Current Market Price in effect on the Redemption Date. If the Corporation elects to exercise such option, it shall so specify and provide details in the Redemption Notice. Any accrued and unpaid interest on such 8.0% Convertible Debentures to be redeemed will be paid in cash. The form of the certificate representing the Debentures attached as Schedule "A" to the First Supplemental Indenture is hereby deleted and replaced with the form of certificate attached hereto as Schedule "A" Form of Redemption Notice The form of Redemption Notice attached as Schedule "B" to the First Supplemental Indenture is hereby deleted and replaced with the form of Redemption Notice attached hereto as Schedule "B" Form of Maturity Notice The form of Maturity Notice attached as Schedule "C" to the First Supplemental Indenture is hereby deleted and replaced with the form of Maturity Notice attached hereto as Schedule "C" Form of Conversion Notice The form of Conversion Notice attached as Schedule "D" to the First Supplemental Indenture is hereby deleted and replaced with the form of Maturity Notice attached hereto as Schedule "D" Amendment Effective Date The amendments to the Debentures as set out in this Second Supplemental Indenture shall take effect as of the Amendment Effective Date regardless of the date of reference of this Second Supplemental Indenture and all certificates representing the Debentures issued under the Indenture shall be deemed to have been amended as of the Amendment Effective Date regardless of whether they have been surrendered to the Trustee in exchange for any new Debenture certificates Confirmation of Indenture ARTICLE 2 MISCELLANEOUS This Second Supplemental Indenture is supplemental to the Indenture and shall be read in conjunction therewith. Except only insofar as the Indenture may be inconsistent with the provisions of this Second Supplemental Indenture, in which case the terms of this Second Supplemental Indenture shall govern and supersede those contained in the Indenture, this Second Supplemental Indenture shall henceforth have effect so far as practicable as if all of the provisions of the Indenture and this Second

44 Supplemental Indenture were contained in one instrument. The terms and expressions used in this Second Supplemental Indenture which are defined in the Indenture shall, except as otherwise provided herein, have the respective meanings ascribed to them in the Indenture. Unless otherwise stated, any reference in this Second Supplemental Indenture to an Article, Section or Schedule shall be interpreted as a reference to the stated Article or Section of, or Schedule to, this Second Supplemental Indenture Acceptance of Trusts The Trustee accepts the trusts in this Second Supplemental Indenture and agrees to carry out and discharge the same upon the terms and conditions set out in this Second Supplemental Indenture and agrees to carry out and discharge the same upon the terms and conditions set out in this Second Supplemental Indenture and in accordance with the Indenture Governing Law This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and shall be treated, in all respects, as a British Columbia contract Further Acts Each of the parties hereto shall promptly do, execute, deliver or cause to be done, executed or delivered all further acts, documents and things in connection with this Second Supplemental Indenture that the other party may reasonably require for the purposes of giving effect to this Second Supplemental Indenture Counterparts This Second Supplemental Indenture may be executed in counterparts, each of which so executed shall be deemed to be original, and such counterparts together shall constitute one and the same instrument. [The remainder of this page has been intentionally left blank.]

45 IN WITNESS WHEREOF the parties hereto have executed this Second Supplemental Indenture as of the date first written above. FORTRESS GLOBAL ENTERPRISES INC. By: Authorized Signatory COMPUTERSHARE TRUST COMPANY OF CANADA By: Authorized Signatory By: Authorized Signatory

46 SCHEDULE "A" TO THE SECOND SUPPLEMENTAL INDENTURE BETWEEN FORTRESS GLOBAL ENTERPRISES INC. AND COMPUTERSHARE TRUST COMPANY OF CANADA FORM OF DEBENTURE

47 A-1 SCHEDULE "A" FORM OF DEBENTURE [GLOBAL DEBENTURE LEGEND] UNLESS THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS") TO FORTRESS GLOBAL ENTERPRISES INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEBENTURE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS DEBENTURE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS DEBENTURE. TRANSFERS OF THIS DEBENTURE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CDS & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE. [INSERT U.S. LEGEND, IF APPLICABLE] CUSIP 34958RAC5 ISIN CA 34958RAC57 No. $ FORTRESS GLOBAL ENTERPRISES INC. (A corporation incorporated under the laws of British Columbia) 8.0% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES Fortress Global Enterprises Inc. (the "Corporation" or the "Issuer") for value received hereby acknowledges itself indebted and, subject to the provisions of the Debenture Indenture (the "Base Indenture") dated as of December 22, 2011 between the Corporation and Computershare Trust Company of Canada (the "Trustee") as supplemented by the first supplemental indenture (the "First Supplemental Indenture") dated as of July 10, 2012 between the Corporation and the Trustee and as further supplemented by the second supplemental indenture (the "Second Supplemental Indenture" and together with the Base Indenture and the First Supplemental Indenture, the "Indenture") dated as of [ ], 2018 between the Corporation and the Trustee, promises to pay to the registered holder hereof on December 31, 2022 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the "Maturity Date") the principal sum of Dollars ($ ) in lawful money of Canada on presentation and surrender of this 8.0% Convertible Debenture at the main branch of the Trustee in Vancouver, British Columbia or in Toronto, Ontario in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from the date hereof, or from the last Interest Payment Date to which interest shall have been paid or made available for payment hereon, whichever is later, at the rate of 7.0% per annum until December 31, 2018 and at the rate of 8.0% per annum thereafter (based on a year of 365 days and the actual number of

48 A-2 days in the relevant interest period), in like money, in arrears in equal semi-annual instalments (less any tax required by law to be deducted) on June 30 and December 31 in each year, commencing on December 31, 2018 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay interest on the amount in default at the same rate, in like money and on the same dates. For the purposes of disclosure under the Interest Act (Canada), whenever interest is computed under this 8.0% Convertible Debenture on the basis of a year (the "deemed year") which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate by multiplying such rate of interest by the actual number of days in such calendar year of calculation and dividing it by the number of days in the deemed year. This debenture is one of the 8.0% Convertible Unsecured Subordinated Debentures (referred to herein as the "8.0% Convertible Debentures") of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The 8.0% Convertible Debentures authorized for issue immediately are limited to an aggregate principal amount of $69,000,000 in lawful money of Canada. Reference is hereby expressly made to the First Supplemental Indenture, as amended by the Second Supplemental Indenture, for a description of the terms and conditions upon which the 8.0% Debentures are or are to be issued and held and the rights and remedies of the holders of the 8.0% Convertible Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this 8.0% Convertible Debenture by acceptance hereof assents. The 8.0% Convertible Debentures are issuable only in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations. Any part, being $1,000 or an integral multiple thereof, of the principal of this 8.0% Convertible Debenture, provided that the principal amount of this 8.0% Convertible Debenture is in a denomination in excess of $1,000, is convertible, at the option of the holder hereof, upon surrender of this 8.0% Convertible Debenture at the principal office of the Trustee in Vancouver, British Columbia or in Toronto, Ontario, at any time prior to the close of business on the Maturity Date or, if this 8.0% Convertible Debenture is called for redemption on or prior to such date, then, to the extent so called for redemption, up to but not after the close of business on the last Business Day immediately preceding the date specified for redemption of this 8.0% Convertible Debenture, into Common Shares (without adjustment for interest accrued hereon or for dividends or distributions on Common Shares issuable upon conversion) at a conversion price of $31.00 (the "Conversion Price") per Common Share, being a rate of approximately Common Shares for each $1,000 principal amount of 8.0% Convertible Debentures, all subject to the terms and conditions and in the manner set forth in the Indenture. No 8.0% Convertible Debentures may be converted during the eight Business Days preceding and including the last day of June and December in each year, commencing December 31, 2012, as the registers of the Trustee will be closed during such periods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture. Holders converting 8.0% Convertible Debentures shall receive accrued and unpaid interest thereon from the period of the last Interest Payment Date prior to the Date of Conversion to the date that is one Business Day prior to the Date of Conversion. If a 8.0% Convertible Debenture is surrendered for conversion on an Interest Payment Date or during the eight preceding Business Days, the person or persons entitled to receive Common Shares in respect of the 8.0% Convertible Debentures so surrendered for conversion

49 A-3 shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date. This 8.0% Convertible Debenture may be redeemed at the option of the Corporation on the terms and conditions set out in Article 4 of the Indenture at the Redemption Price therein. At any time up to the Maturity Date, the 8.0% Convertible Debentures may be redeemed in whole or in part from time to time at the option of the Corporation at a price equal to the principal amount thereof plus accrued and unpaid interest. The Corporation may, on notice as provided in the Indenture, at its option and subject to any applicable regulatory approval, elect to satisfy its obligation to pay all or any portion of the applicable Redemption Price by the issue of that number of Common Shares obtained by dividing the applicable Redemption Price by 95% of the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange or such other stock exchange on which the 8.0% Convertible Debentures may be listed for the 20 consecutive trading days ending five trading days before the Redemption Date. Upon the occurrence of a Change of Control of the Corporation, the Corporation is required to make an offer to purchase all of the 8.0% Convertible Debentures at a price equal to 100% of the principal amount of such 8.0% Convertible Debentures plus accrued and unpaid interest (if any) up to, but excluding, the date the 8.0% Convertible Debentures are so repurchased (the "Change of Control Purchase Offer"). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been tendered for purchase pursuant to the Change of Control Purchase Offer, the Corporation has the right to redeem all the remaining outstanding 8.0% Convertible Debentures on the same date and at the same price. If an offer is made for the 8.0% Convertible Debentures which is a take-over bid for the 8.0% Convertible Debentures within the meaning of applicable Canadian securities laws and 90% or more of the principal amount of all the 8.0% Convertible Debentures (other than 8.0% Convertible Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the 8.0% Convertible Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the 8.0% Convertible Debentures. The Corporation may, on notice as provided in the Indenture, at its option and subject to any applicable regulatory or stock exchange approval, elect to satisfy the obligation to repay all or any portion of the principal amount of this 8.0% Convertible Debenture due on the Maturity Date by the issue of that number of Freely Tradeable Common Shares obtained by dividing the principal amount of this 8.0% Convertible Debenture (or that portion to be paid for in Common Shares pursuant to the exercise by the Corporation of the Common Share Repayment Right), by 95% of the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange or other stock exchange on which the Debentures may be listed for the 20 consecutive trading days ending five trading days before the Maturity Date, provided that all accrued and unpaid interest thereon shall be payable to the holder in cash. The indebtedness evidenced by this 8.0% Convertible Debenture, and by all other 8.0% Convertible Debentures now or hereafter certified and delivered under the Indenture, is a direct unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Senior Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. The principal hereof may become or be declared due and payable before the stated maturity in the events, in the manner, with the effect and at the times provided in the Indenture.

50 A-4 The Indenture contains provisions making binding upon all holders of 8.0% Convertible Debentures outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of 8.0% Convertible Debentures outstanding, which resolutions or instruments may have the effect of amending the terms of this 8.0% Convertible Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Debenture. This 8.0% Convertible Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Vancouver, British Columbia or the City of Toronto, Ontario and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this 8.0% Convertible Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this 8.0% Convertible Debenture for cancellation. Thereupon a new 8.0% Convertible Debenture or 8.0% Convertible Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This 8.0% Convertible Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this 8.0% Convertible Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the First Supplemental Indenture and if they are not defined in the First Supplemental Indenture they shall have the meaning ascribed thereto in the Base Indenture.

51 A-5 IN WITNESS WHEREOF FORTRESS PAPER LTD. has caused this Debenture to be signed by its authorized representatives as of the [ ] day of [ ], FORTRESS GLOBAL ENTERPRISES INC. By: (FORM OF TRUSTEE'S CERTIFICATE) This 8.0% Convertible Debenture is one of the 8.0% Convertible Unsecured Subordinated Debentures due December 31, 2022 referred to in the Second Supplemental Indenture within mentioned. COMPUTERSHARE TRUST COMPANY OF CANADA By: (Authorized Officer)

52 A-6 (FORM OF REGISTRATION PANEL) (No writing hereon except by Trustee or other registrar) Registration In Whose Name Registered Signature of Trustee or Registrar

53 A-7 FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto, whose address and social insurance number, if applicable, are set forth below, this 8.0% Convertible Debenture (or $ principal amount hereof*) of FORTRESS GLOBAL ENTERPRISES INC. standing in the name(s) of the undersigned in the register maintained by the Corporation with respect to such 8.0% Convertible Debenture and does hereby irrevocably authorize and direct the Trustee to transfer such 8.0% Convertible Debenture in such register, with full power of substitution in the premises. Dated: Address of Transferee: (Street Address, City, Province and Postal Code) Social Insurance Number of Transferee, if applicable: *If less than the full principal amount of the within 8.0% Convertible Debenture is to be transferred, indicate in the space provided the principal amount (which must be $1,000 or an integral multiple thereof, unless you hold an 8.0% Convertible Debenture in a non-integral multiple of $1,000 by reason of your having exercised your right to exchange upon the making of a Change of Control Purchase Offer, in which case such 8.0% Convertible Debenture is transferable only in its entirety) to be transferred. 1. The signature(s) to this assignment must correspond with the name(s) as written upon the face of this 8.0% Convertible Debenture in every particular without alteration or any change whatsoever. The signature(s) must be guaranteed by a Canadian chartered bank or trust company or by a member of an acceptable Medallion Guarantee Program. Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: "SIGNATURE GUARANTEED". 2. The registered holder of this 8.0% Convertible Debenture is responsible for the payment of any documentary, stamp or other transfer taxes that may be payable in respect of the transfer of this Debenture. Signature of Guarantor: Authorized Officer Signature of transferring registered holder Name of Institution

54 A-8 EXHIBIT "1" TO CDS GLOBAL DEBENTURE FORTRESS PAPER LTD. 8.0% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES DUE DECEMBER 31, 2022 CUSIP 34958RAC5 Initial Principal Amount: $ ISIN CA 34958RAC57 Authorization: Date Amount of Increase ADJUSTMENTS Amount of Decrease New Principal Amount Authorization

55 SCHEDULE "B" TO THE SECOND SUPPLEMENTAL INDENTURE BETWEEN FORTRESS GLOBAL ENTERPRISES INC. AND COMPUTERSHARE TRUST COMPANY OF CANADA FORM OF REDEMPTION NOTICE

56 B-1 SCHEDULE "B" FORM OF REDEMPTION NOTICE FORTRESS GLOBAL ENTERPRISES INC. 8.0% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES REDEMPTION NOTICE To: Note: Holders of 8.0% Convertible Unsecured Subordinated Debentures (the "8.0% Convertible Debentures") of Fortress Global Enterprises Inc. (the "Corporation") All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated. Notice is hereby given pursuant to Section 4.3 of the convertible debenture indenture (the "Indenture") dated as of December 22, 2011 between the Corporation and Computershare Trust Company of Canada (the "Trustee"), as supplemented by a first supplemental indenture dated July 10, 2012 and a second supplemental indenture dated [ ], 2018, that the aggregate principal amount of $ of the $ of 8.0% Convertible Debentures outstanding will be redeemed as of (the "Redemption Date"), upon payment of a redemption amount of $ for each $1,000 principal amount of 8.0% Convertible Debentures, being equal to the aggregate of (i) $ (the "Redemption Price"), and (ii) all accrued and unpaid interest hereon to but excluding the Redemption Date (collectively, the "Total Redemption Price"). The Total Redemption Price will be payable upon presentation and surrender of the 8.0% Convertible Debentures called for redemption at the following corporate trust office: Computershare Trust Company of Canada 510 Burrard Street, 3rd Floor Vancouver, British Columbia V6C 3B9 Attention: General Manager, Corporate Trust Services Facsimile No: The interest upon the principal amount of 8.0% Convertible Debentures called for redemption shall cease to be payable from and after the Redemption Date, unless payment of the Total Redemption Price shall not be made on presentation for surrender of such 8.0% Convertible Debentures at the abovementioned corporate trust office on or after the Redemption Date or prior to the setting aside of the Total Redemption Price pursuant to the Indenture. Pursuant to Section 4.6 of the Indenture, the Corporation hereby irrevocably elects to satisfy its obligation to pay $ of the Redemption Price payable to holders of 8.0% Convertible Debentures in accordance with this notice by issuing and delivering to the holders that number of Freely Tradeable Common Shares obtained by dividing the Redemption Price by 95% of the Current Market Price of the Common Shares. No fractional Common Shares shall be delivered upon the exercise by the Corporation of the abovementioned redemption right but, in lieu thereof, the Corporation shall pay the cash equivalent thereof

57 B-2 determined on the basis of the Current Market Price of Common Shares on the Redemption Date (less any tax required to be deducted, if any), provided, however, that the Corporation shall not be required to make any payment of less than $ In this connection, upon presentation and surrender of the 8.0% Convertible Debentures for payment on the Redemption Date, the Corporation shall, on the Redemption Date, make the delivery to the Trustee, at the above mentioned corporate trust office, for delivery to and on account of the holders, of certificates representing the Freely Tradeable Common Shares to which holders are entitled together with the cash equivalent in lieu of fractional Common Shares, cash for all accrued and unpaid interest up to, but excluding, the Redemption Date, and, if only a portion of the 8.0% Convertible Debentures are to be redeemed by issuing Freely Tradeable Common Shares, cash representing the balance of the Redemption Price. DATED: FORTRESS GLOBAL ENTERPRISES INC. (Authorized Director or Officer of Fortress Global Enterprises Inc.)

58 SCHEDULE "C" TO THE SECOND SUPPLEMENTAL INDENTURE BETWEEN FORTRESS GLOBAL ENTERPRISES INC. AND COMPUTERSHARE TRUST COMPANY OF CANADA FORM OF MATURITY NOTICE

59 C-1 SCHEDULE "C" FORM OF MATURITY NOTICE FORTRESS GLOBAL ENTERPRISES INC. 8.0% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES MATURITY NOTICE To: Note: Holders of 8.0% Convertible Unsecured Subordinated Debentures (the "8.0% Convertible Debentures") of Fortress Global Enterprises Inc. (the "Corporation") All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated. Notice is hereby given pursuant to Section 4.10(b) of the convertible debenture indenture (the "Indenture") dated as of December 22, 2011 between the Corporation and Computershare Trust Company of Canada, as trustee (the "Trustee"), as supplemented by a first supplemental indenture dated July 10, 2012 and a second supplemental indenture dated [ ], 2018, that the 8.0% Convertible Debentures are due and payable as of December 31, 2022 (the "Maturity Date") and the Corporation elects to satisfy its obligation to repay to holders of 8.0% Convertible Debentures the principal amount of all of the 8.0% Convertible Debentures outstanding on the Maturity Date, together with all accrued and unpaid interest thereon, by issuing and delivering to the holders that number of Freely Tradeable Common Shares equal to the number obtained by dividing such principal amount of the 8.0% Convertible Debentures and accrued and unpaid interest thereon by 95% of the Current Market Price of the Common Shares on the Maturity Date. No fractional Common Shares shall be delivered on exercise by the Corporation of the above mentioned repayment right but, in lieu thereof, the Corporation shall pay the cash equivalent thereof determined on the basis of the Current Market Price of Common Shares on the Maturity Date (less any tax required to be deducted, if any), provided, however, that the Corporation shall not be required to make any payment of less than $ In this connection, upon presentation and surrender of the 8.0% Convertible Debentures for payment on the Maturity Date, the Corporation shall, on the Maturity Date, make delivery to the Trustee, at its principal trust office in Vancouver, British Columbia or in Toronto, Ontario, for delivery to and on account of the holders, of certificates representing the Freely Tradeable Common Shares to which holders are entitled together with the cash equivalent in lieu of fractional Common Shares, and if only a portion of the 8.0% Convertible Debentures are to be repaid by issuing Freely Tradeable Common Shares, cash representing the balance of the principal amount, premium (if any) and interest due on the Maturity Date. DATED: FORTRESS GLOBAL ENTERPRISES INC. (Authorized Director or Officer of Fortress Global Enterprises Inc.)

60 SCHEDULE "D" TO THE SECOND SUPPLEMENTAL INDENTURE BETWEEN FORTRESS GLOBAL ENTERPRISES INC. AND COMPUTERSHARE TRUST COMPANY OF CANADA FORM OF NOTICE OF CONVERSION

61 SCHEDULE "D" FORM OF NOTICE OF CONVERSION CONVERSION NOTICE TO: AND TO: FORTRESS GLOBAL ENTERPRISES INC. COMPUTERSHARE TRUST COMPANY OF CANADA Note: All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated. The undersigned registered holder of 8.0% Convertible Unsecured Subordinated Debentures irrevocably elects to convert such Debentures (or $ principal amount thereof*) in accordance with the terms of the Indenture referred to in such Debentures and tenders herewith the Debentures, and, if applicable, directs that the Common Shares of Fortress Global Enterprises Inc. issuable upon a conversion be issued and delivered to the person indicated below. (If Common Shares are to be issued in the name of a person other than the holder, all requisite transfer taxes must be tendered by the undersigned). Conversion Price: Dated: (Signature of Registered Holder) * If less than the full principal amount of the Debentures, indicate in the space provided the principal amount (which must be $1,000 or integral multiples thereof). NOTE: If Common Shares are to be issued in the name of a person other than the holder, the signature must be guaranteed by a chartered bank, a trust company or by a member of an acceptable Medallion Guarantee Program. The Guarantor must affix a stamp bearing the actual words: "SIGNATURE GUARANTEED". (Print name in which Common Shares are to be issued, delivered and registered) Name: (Address) (City, Province and Postal Code) Name of guarantor: Authorized signature:

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