Mr. Ted Goldthorpe reports

MOUNT LOGAN CAPITAL INC. ANNOUNCES ENTRY INTO BUSINESS COMBINATION WITH CANACCORD GENUITY G VENTURES CORP.

Mount Logan Capital Inc. has entered into a definitive arrangement agreement with Canaccord Genuity G Ventures Corp., pursuant to which, among other things, Mount Logan shall acquire all of the outstanding shares of G Ventures by way of a plan of arrangement between Mount Logan and G Ventures in exchange for common shares of Mount Logan. The business combination constitutes G Ventures' qualifying transaction.

Benefits of the business combination:

• Business combination provides Mount Logan with capital to be utilized across the business to support growth initiatives and scale the business.
• The transaction is a compelling opportunity for G Ventures shareholders to participate in Mount Logan's upside, as a growing alternative asset management and insurance solutions company.

"We are thrilled to announce this transformative combination, which marks a significant milestone for our company. This transaction provides Mount Logan with additional resources to accelerate our growth, scale our operations, and deepen our capabilities across our asset management and insurance solutions segments. We believe this investment underscores the strength of the Mount Logan business. We are excited to build Mount Logan into the next generation of best-in-class Canadian asset managers," said Ted Goldthorpe, chief executive officer and chairman of Mount Logan.

Business combination details

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 Ventures will be exchanged for 1.102 common shares. Pursuant to certain agreements to be entered into between Mount Logan and the founders of G Ventures, 375,001 G Ventures 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 Ventures 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 Ventures and Odyssey Trust Company dated July 23, 2021, 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 Ventures pursuant to the warrant agreement, each G Ventures warrant will be split into 1.102 common share purchase warrants of G Ventures, with each G Ventures amended warrant exercisable to purchase one common share for consideration of: (i) $3.39 with respect to G Ventures amended warrants forming part of the Class A restricted units and 1,793,811 G Ventures amended warrants held by the founders; (ii) $4.30 with respect to 1,793,811 founders' amended warrants; and (iii) $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 Ventures' escrow account, which were approximately $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, as qualifying as G Ventures' 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 Ventures with the Canadian securities regulatory authorities in each of the provinces and territories of Canada, other than Quebec; and (iii) the receipt of a final order from the Ontario Superior Court of Justice (commercial list) approving the plan of arrangement.

In addition, a resolution approving the plan of arrangement must be approved by at least 66-2/3 per cent of the votes cast by shareholders and warrantholders of G Ventures, 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 Ventures (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, minority approval in accordance with MI 61-101. The issuance of common shares to the securityholders of G Ventures 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 G Ventures, and G Ventures 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.

The business combination will be implemented by way of a statutory plan of arrangement under the Business Corporations Act (Ontario). As set out above, Mount Logan will acquire all of the outstanding shares of G Ventures in exchange for common shares of Mount Logan based on the exchange ratio and pursuant to the terms of the arrangement agreement.

Pursuant to the arrangement agreement, Mount Logan and G Ventures have agreed to use commercially reasonable efforts to assist G Ventures in completing the business combination. The parties have agreed, among other things, to take certain steps to implement the business combination, to file and obtain a final receipt for the G Ventures prospectus, and to obtain all other approvals required in connection with the business combination. Mount Logan and G Ventures also agreed to operate the business to be acquired by Mount Logan in the ordinary course, pending completion of the business combination.

Timing and additional information

Pursuant to applicable rules, G Ventures will file with the Canadian securities regulatory authorities in each of the provinces and territories of Canada, other than Quebec, a non-offering prospectus containing disclosure regarding the proposed transaction and Mount Logan that assumes completion of the business combination. The preliminary prospectus is expected to be filed shortly with the relevant Canadian securities regulatory authorities. Following the issuance of a receipt for the final prospectus, G Ventures will file an information circular in connection with the special meeting of shareholders of G Ventures to be held to vote on, among other things, G Ventures' qualifying transaction and the plan of arrangement that will contain prospectus-level disclosure of the resulting issuer assuming completion of the business combination.

Subject to the required approvals, G Ventures intends to mail the information circular to its shareholders on or about Sept. 14, 2023, and it is anticipated that the G Ventures special meeting of shareholders will take place on or about Oct. 16, 2023, with closing of the business combination, subject to satisfaction or waiver of the conditions in the arrangement agreement, including approval of the court, shortly thereafter.

The arrangement agreement will also be available through the SEDAR+ website under Mount Logan's profile. The prospectus and information circular will also be available through the SEDAR+ website under Canaccord Genuity G Ventures' profile.

Advisers

Wildeboer Dellelce LLP has acted as legal counsel to Mount Logan, and Blake, Cassels & Graydon LLP has acted as legal counsel to G Ventures in connection with the business combination.

About Mount Logan Capital Inc.

Mount Logan operates as an emerging asset management and insurance solutions company, through its wholly owned subsidiaries: Mount Logan Management LLC (ML Management) and Ability Insurance Company.

As an asset management firm, ML Management primarily earns management fees, incentive fees and servicing fees for providing investment management, monitoring and other services to investment vehicles and advisers. ML Management also earns investment income by investing in loans, debt securities, and other credit-oriented instruments that present attractive risk-adjusted returns and present low risk of principal impairment through the credit cycle, and minority equity stakes in funds and companies. ML Management is registered as an investment adviser with the United States Securities and Exchange Commission under the Investment Advisors Act of 1940, as amended, and is registered to act in an investment advisory role for clients in the United States.

Ability is a Nebraska-domiciled insurer and reinsurer of long-term care policies. Mount Logan purchased Ability in October, 2021, and invested capital into Ability to launch a platform for the reinsurance of annuities.

Since the acquisition of Ability, Mount Logan has leveraged its two business segments to capture the benefit of providing products and services across both asset management and insurance solutions. The alignment of the business has allowed Mount Logan to scale its asset and liability originations for the benefit of Mount Logan's shareholders.

Canaccord Genuity G Ventures Corp.

Canaccord Genuity G Ventures is a special purpose acquisition corporation incorporated under the laws of the Province of Ontario. G Ventures was organized for the purpose of effecting an acquisition of one or more businesses or assets by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization or any other similar business combination involving G Ventures.

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