Director/PDMR Shareholding

NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING MANAGERIALRESPONSIBILITY AND CONNECTED PERSONS

Annex DTR3

1. Name of the issuer 2. State whether the notification

relates to (i) a transaction notified

in accordance with DTR 3.1.2 R,

(ii) a disclosure made in accordance

with LR 9.8.6R(1) or (iii) a

disclosure made in accordance with

section 793 of the Companies Act (2006). CANACCORD FINANCIAL INC. DTR 3.1.2 R

3. Name of person discharging 4. State whether notification relates to a person connected with a person

managerial responsibilities/ discharging managerial responsibilities/director named in 3 and

director identify the connected person PAUL REYNOLDS N/A BRAD KOTUSH MATTHEW GAASENBEEK JOHN ROTHWELL DANIEL DAVIAU DAVID KASSIE 5. Indicate whether the 6. Description of shares (including

class), debentures or derivatives or

notification is in respect of financial instruments relating to shares

a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest COMMON SHARES AND RESTRICTED SHARE UNITS THAT HAVE VESTED NOTIFICATION RELATES TO THE PERSONS NAMED IN 3. 7. Name of registered 8 State the nature of the transaction shareholders(s) and, if more than one, the number of shares held by each of them PAUL REYNOLDS: 1,100,671 ACQUISITION OF COMMON SHARES ON

VESTING UNDER LONG TERM INCENTIVE

PLAN; BRAD KOTUSH: 258,129 MATTHEW GAASENBEEK: 387,463 SALE OF COMMON SHARES TO COVER TAX LIABILITIES; JOHN ROTHWELL: 315,475 DANIEL DAVIAU: 1,496,049 SALE IN OPEN MARKET DAVID KASSIE: 3,434,259 The figure above includes shareholdings owned by Mr. Reynolds' spouse.

9. Number of shares, debentures 10. Percentage of issued class acquired (treasury shares of that class

or financial instruments should not be taken into account

when calculating percentage)

relating to shares acquired PAUL REYNOLDS: 0.109% BRAD KOTUSH: 0.015% PAUL REYNOLDS: 112,257 MATTHEW GAASENBEEK: 0.081% BRAD KOTUSH: 15,639 JOHN ROTHWELL: 0.006% MATTHEW GAASENBEEK: 83,446 DANIEL DAVIAU: 0.070% JOHN ROTHWELL: 6,692 DAVID KASSIE: 0.047% DANIEL DAVIAU: 72,158 DAVID KASSIE: 48,172

11. Number of shares, debentures 12. Percentage of issued class disposed (treasury shares of that class

or financial instruments should not be taken into account

when calculating percentage)

relating to shares disposed PAUL REYNOLDS: 0.048% BRAD KOTUSH: 0.008% PAUL REYNOLDS: (49,961) MATTHEW GAASENBEEK: 0.041% BRAD KOTUSH: (7,890) DANIEL DAVIAU: 0.291% MATTHEW GAASENBEEK: (42,094) DANIEL DAVIAU: (300,000) SALE IN OPEN MARKET 13. Price per share or value of 14. Date and place of transaction transaction VANCOUVER AND TORONTO - PRICE PER SHARE ON VESTING, CAD$5.85 MAY 22, 2013 PRICE PER SHARE ON SALE, CAD$6.00 15. Total holding following 16. Date issuer informed of transaction notification and total percentage holding following notification (any treasury shares should not be taken MAY 23, 2013 into account when calculating percentage) PAUL REYNOLDS: 1,162,967 / 1.128% BRAD KOTUSH: 265,878 / 0.258% MATTHEW GAASENBEEK: 428,815 / 0.416% JOHN ROTHWELL: 322,167 / 0.322% DANIEL DAVIAU: 1,268,207 / 1.230% DAVID KASSIE: 3,482,431 / 3.378%

If a person discharging managerial responsibilities has been granted options bythe issuer complete the following boxes

17 Date of grant 18. Period during which or date on which exercisable 19. Total amount paid (if any) for 20. Description of shares or grant of the option debentures involved (class and number) 21. Exercise price (if fixed at 22. Total number of shares or

time of grant) or indication debentures over which options held

that price is to be fixed at following notification the time of exercise 23. Any additional information 24. Name of contact and telephone number for queries NONE MARTIN MACLACHLAN 1-416-867-6078 Name of authorised official of issuer responsible for making notification MARTIN MACLACHLAN SVP, GENERAL COUNSEL AND CORPORATE SECRETARY Date of Notification: MAY 24, 2013

Notes: This form is intended for use by an issuer to make a RIS notificationrequired by DTR 3.1.4.

(1) An issuer making a notification in respect of a transaction

relating to the shares or debentures of the issuer should complete boxes 1 to16, 23 and 24.

(2) An issuer making a notification in respect of a derivative

relating the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14,16, 23 and 24.

(3) An issuer making a notification in respect of options granted

to

a director/person discharging managerial responsibilities should complete boxes1 to 3 and 17 to 24.

(4) An issuer making a notification in respect of a financial

instrument relating to the shares of the issuer (other than a debenture) shouldcomplete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.