Mount Logan Capital Inc. (OTCPK:PYCF.F) entered into a definitive arrangement agreement to acquire Canaccord Genuity G Ventures Corp. (NEOE:CGGV.UN) from shareholders for CAD 14.8 million on August 14, 2023. Subject to the required approvals and the prior forfeiture and cancellation of certain Class B Shares as described in the Arrangement Agreement, each outstanding Class A Restricted Voting Share and Class B Share of G-Corp will be exchanged for 1.102 Common Shares (the ?Exchange Ratio?). Pursuant to certain agreements to be entered into between Mount Logan and the founders of G-Corp (the ?Founders?), 375,001 G-Corp Class B Shares shall be cancelled for no value immediately prior to the closing of the Business Combination and the remaining Common Shares to be issued in exchange for Class B Shares will be subject to forfeiture for no consideration depending on the cash position of G-Corp at the time of the closing of the Business Combination and the number of dissenting Class A Restricted Voting Shares, if any. On closing of the Business Combination, pursuant to the terms of the warrant agency agreement between G-Corp and Odyssey Trust Company dated July 23, 2021 (the ?Warrant Agreement?) as amended by the Plan of Arrangement and subject to the approval of the holders of the warrants issued as part of the initial public offering of G-Corp pursuant to the Warrant Agreement (?G-Corp Warrants?), each G-Corp Warrant will be split into 1.102 Common Share purchase warrants of G-Corp (the ?G-Corp Amended Warrants?), with each G-Corp Amended Warrant exercisable to purchase one Common Share for consideration of: (i) CAD 3.39 with respect to G-Corp Amended Warrants forming part of the Class A Restricted Units and 1,793,811 G-Corp Amended Warrants held by the Founders (?Founders? Amended Warrants?); (ii) CAD 4.30 with respect to 1,793,811 Founders? Amended Warrants; and (iii) CAD 5.21 with respect to 1,793,810 Founders? Amended Warrants. Subject to completion of the Business Combination, all members of the board of directors of Mount Logan are expected to continue as directors of Mount Logan. On closing of the Business Combination, Mount Logan will gain access to the funds in G-Corp?s escrow account, which was approximately CAD 15.4 million as at June 30, 2023.

The Business Combination is subject to, among other things: (i) approval by Cboe Canada, the new business name of the NEO Exchange (the ?Exchange?), as qualifying as G-Corp?s ?qualifying transaction? within the meaning of Part X of the Exchange Listing Manual, (ii) clearance from the applicable Canadian securities regulators, including the Ontario Securities Commission, for the non-offering prospectus to be filed by G-Corp with the Canadian securities regulatory authorities in each of the provinces and territories of Canada, other than Québec, and (iii) the receipt of a final order from the Ontario Superior Court of Justice (Commercial List) (the ?Court?) approving the Plan of Arrangement. In addition, a resolution approving the Plan of Arrangement must be approved by at least 66 2/3% of the votes cast by shareholders and warrant holders of G-Corp, the Business Combination must be approved by the affirmative vote of the majority of the votes cast by the holders of the Class A Restricted Voting Shares of G-Corp (excluding votes cast in respect of Class A Restricted Voting Shares beneficially owned or over which control or direction is exercised by the Founders) and if required by Multilateral Instrument 61-101 ? Protection of Minority Security Holders in Special Transactions (?MI 61-101?), minority approval in accordance with MI 61-101. The issuance of Common Shares to the securityholders of G-Corp must also be approved by at least a majority of the votes cast by shareholders of Mount Logan in accordance with the rules of the Exchange. Mount Logan has entered into support and voting agreements with certain directors and officers and the sponsor of GCorp, and G-Corp has entered into support and voting agreements with the directors and officers of Mount Logan to vote their securities in favour of the applicable resolutions to approve the Plan of Arrangement and the issuance of Common Shares by Mount Logan, respectively.

Wildeboer Dellelce LLP has acted as legal counsel to Mount Logan and Blake, Cassels & Graydon LLP has acted as legal counsel to G-Corp in connection with the Business Combination.