Mr. Blair Driscoll reports

FAX CAPITAL CORP. ANNOUNCES VOTING RESULTS FROM ITS ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Fax Capital Corp. has released the voting results from its annual general and special meeting of shareholders held on June 24, 2022.

1. Approval of arrangement

The special resolution, a copy of which is reproduced in its entirety as Appendix A attached to the company's management information circular dated May 25, 2022, in respect of the plan of arrangement involving, among other things, the acquisition, indirectly through an acquisition company, by Fax Investments Inc. of all of the issued and outstanding subordinate voting shares of the company not already owned by Fax Investments or Blair Driscoll, was passed by more than two-thirds of the votes cast by all shareholders virtually present or represented by proxy at the meeting, voting together as a single class, and by a majority of the votes cast by the holders of subordinate voting shares virtually present or represented by proxy at the meeting, voting as a separate class, excluding votes attached to subordinate voting shares held by the continuing shareholders and any shareholders required to be excluded pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions).

The implementation of the arrangement, which is described in detail in the circular, remains subject to final approval of the Ontario Superior Court of Justice at a hearing scheduled for June 29, 2022. Subject to the satisfaction or waiver of all the conditions to the closing of the arrangement, the arrangement is expected to be completed early in the third quarter of 2022.

2. Election of directors

The five director nominees proposed by management of the company were elected by a majority of the votes cast by the shareholders virtually present or represented by proxy at the meeting.

            VOTING RESULTS FOR ELECTION OF DIRECTORS

Nominee              Votes for   % for   Votes withheld   % withheld

John F. Driscoll   277,432,552   99.98%          52,302         0.02%   
Frank Potter       277,404,498   99.97%          80,356         0.03%   
Blair Driscoll     277,432,552   99.98%          52,302         0.02%   
Edward Jackson     276,318,918   99.58%       1,165,936         0.42%   
Paul Gibbons       277,404,498   99.97%          80,356         0.03%   

3. Reappointment of auditor

Deloitte LLP was reappointed as auditor of the company by a majority of the votes cast by the shareholders virtually present or represented by proxy at the meeting, and the board of directors was authorized to fix its remuneration.

          VOTING RESULTS FOR AUDITOR

Votes for   % for votes    Withheld   % withheld

277,624,852       99.99%     30,002         0.01%   

About Fax Capital Corp.

The company is an investment holding company with a business objective to maximize its intrinsic value on a per-share basis over the long term by seeking to achieve superior investment performance commensurate with reasonable risk. The company intends to invest in equity, debt and/or hybrid securities of high-quality businesses. The company initially intends to invest in approximately 10 to 15 high-quality small-capitalization public and private businesses located primarily in Canada and, to a lesser extent, the United States.

We seek Safe Harbor.