Ms. Kathy Sarpash reports

PARTNERS VALUE INVESTMENTS LP AND PARTNERS VALUE INVESTMENTS INC. ANNOUNCE REORGANIZATION

Partners Value Investments LP and Partners Value Investments Inc. (PVII) (the partnership) have proposed a reorganization with Partners Ltd., to be implemented by way of a court-approved plan of arrangement.

The arrangement was conceived by Partners Ltd., the majority holder of the equity limited partnership units of the partnership, and has been developed in consultation with PVI Management Trust, in its capacity as general partner of the partnership, with the principal objectives of simplifying the ownership of the business of PVII and increasing the liquidity of the partnership's securities.

The effect of the arrangement is to, among other things, amalgamate Partners Ltd. with PVII and other related entities, with the resulting entity continuing to be named Partners Value Investments Inc. (Amalco), under a newly formed limited partnership named Partners Value Investments LP (new PVI LP). New PVI LP will have substantially the same capital structure and unit terms as the partnership.

Rationale for the arrangement

The benefits of the arrangement to securityholders of the partnership and PVII include:

• New PVI LP having an increased and more widely held public float as compared with that of the partnership, by acquiring the shares of Partners Ltd. from the shareholders of Partners Ltd. in exchange for units of new PVI LP;
• Simplifying ownership of the business of PVII by eliminating Partners Ltd. and consolidating the ownership of PVII in new PVI LP, with shareholders of Partners Ltd. becoming direct holders of units of new PVI LP, together with existing unitholders;
• Giving all holders of new equity units (as defined below), by way of a distribution, freely tradeable securities of Brookfield Corp. (or Brookfield Reinsurance Ltd.) and preferred shares of Amalco, as further described in Appendix A hereto.

Highlights of the arrangement

Under the arrangement:

• Holders of equity units will receive substantially identical equity limited partnership units of new PVI LP for each equity unit held;
• Holders of Class A preferred limited partnership units of the partnership will receive substantially identical Class A preferred limited partnership units of new PVI LP for each preferred unit held;
• Holders of common shares of Partners Ltd. will receive, for each common share held, 3.24 new equity units and 0.26 of a new preferred unit, Series 1 of new PVI LP (and cash in lieu of any fractional units);
• Holders of share purchase warrants of PVII will receive one share purchase warrant of Amalco in exchange for each PVII warrant held, with the Amalco warrants being substantially identical to the PVII warrants, subject to the modifications noted in Appendix A hereto;
• Each person that becomes a holder of new equity units will receive a distribution of freely tradeable shares of Brookfield (or Brookfield Reinsurance) and preferred shares of Amalco, as described in more detail in Appendix A hereto.

The arrangement will be implemented in accordance with the terms and conditions of an arrangement agreement among PVII, the partnership, Partners Ltd. and the trust dated Sept. 21, 2023. Appendix A to this news release contains additional important information pertaining to the arrangement and the arrangement agreement.

Special committee process

Each of the board of directors of PVII and the board of trustees of the trust formed an independent committee composed entirely of independent directors and trustees, as applicable, to consider the arrangement.

At a meeting held on Sept. 21, 2023, Koger Valuations Inc. provided to the special committees an opinion that the arrangement is fair, from a financial point of view, to each of the unitholders and warrantholders (other than Partners Ltd. and its affiliates). After careful consideration, including consultation with their independent legal and financial advisers, the arrangement was unanimously recommended by the special committees.

After taking into consideration, among other things, the recommendation of its respective special committee, the board of trustees of the trust unanimously determined (with any trustee with an interest abstaining from voting) that the arrangement is in the best interests of the partnership and is fair to unitholders, and recommends that unitholders vote their equity units and preferred units, as applicable, for the arrangement and the LPA amendment (as defined in Appendix A) and the board of PVII unanimously determined (with any director with an interest abstaining from voting) that the arrangement is in the best interests of PVII and is fair to warrantholders, and unanimously recommends that warrantholders vote for the warrant exchange.

Required approvals

In order to become effective: (a) the arrangement and the LPA amendment must be approved by: (i) at least two-thirds of the votes cast by equity unitholders present in person or represented by proxy and entitled to vote at the special meeting of securityholders of the partnership and PVII to be held on Nov. 9, 2023; and (ii) at least two-thirds of the votes cast by preferred unitholders, voting as a single class, present in person or represented by proxy and entitled to vote at the meeting; and (b) the arrangement must also be approved by a simple majority of the votes cast by equity unitholders other than votes attaching to equity units held, directly or indirectly, by equity unitholders required to be excluded under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. Completion of the arrangement and the LPA amendment are each conditional on the other.

The warrant exchange must be approved by the affirmative vote of at least two-thirds of the votes cast by holders of PVII warrants present in person or represented by proxy and entitled to vote at the meeting. Warrantholders are not required to exercise their PVII warrants or take any other action in order to receive the above benefits of the arrangement. If all the approvals for the arrangement are obtained and the warrant exchange is not approved by the warrantholders, the arrangement will still be completed and warrantholders will continue to hold PVII warrants, which will continue as warrants of Amalco on the same terms as the PVII warrants.

Completion of the arrangement is also subject to certain customary conditions, including the approval of the Ontario Superior Court of Justice (commercial list). Subject to obtaining court approval, approval of the arrangement by the TSX Venture Exchange and the satisfaction or waiver, as applicable, of all other conditions precedent contained in the arrangement agreement, it is anticipated that the arrangement will be completed before year-end.

Other information

For further details concerning, among other things, the review and approval process carried out by the special committees, the reasons for the special committees' recommendations and a copy of the fairness opinion prepared by Koger, please consult the joint management information circular of the partnership and PVII to be prepared and mailed to unitholders and warrantholders in advance of the meeting and filed on the partnership's and PVII's profiles on SEDAR+.

Appendix A

Overview of the arrangement

Pursuant to the arrangement: (a) the ownership of PVII will be consolidated in new PVI LP, which will have substantially the same capital structure and unit terms as the partnership; (b) Partners Ltd. will amalgamate with PVII and other subsidiaries of new PVI LP to form Amalco, which will continue to be named Partners Value Investments Inc.; and (c) holders of equity limited partnership units of new PVI LP will receive a distribution of freely tradeable shares of Brookfield or Brookfield Reinsurance and preferred shares of Amalco, as described in more detail below.

The arrangement, among other things, involves:

• An amendment to the limited partnership agreement of the partnership (the LPA amendment) to facilitate the transactions contemplated by the arrangement;
• Equity unitholders receiving substantially identical new equity units of new PVI LP for each equity unit held;
• Preferred unitholders receiving substantially identical new preferred units of new PVI LP for each preferred unit held;
• Holders of common shares of Partners Ltd. receiving, for each common share held, 3.24 new equity units and 0.26 of a new preferred unit, Series 1, of new PVI LP (and cash in lieu of any fractional units);
• PVII amalgamating with Partners Ltd. and other subsidiaries of new PVI LP to form Amalco;
• Warrantholders receiving one Amalco warrant in exchange for each PVII warrant held, with the Amalco warrants being substantially identical to the PVII warrants, other than the indenture governing the Amalco warrants will provide for a cash-less exercise feature and will specifically provide that the exercise price of the Amalco warrants will be adjusted to reflect the economic impact of the distribution (as defined below) on the value of the Amalco warrants;
• New PVI LP holding all of the issued and outstanding voting securities of Amalco;
• Through a series of steps, each person that becomes a holder of new equity units receiving from new PVI LP: a number of Class A limited voting shares of Brookfield or Class A exchangeable limited voting shares or Class A-1 exchangeable non-voting shares of Brookfield Reinsurance (BN securities) for each new equity unit held, to be determined by the trust, in its capacity as general partner of the partnership, prior to obtaining the final order from the court in respect of the arrangement, provided that no more than an aggregate of 7.5 million BN securities will be distributed; for each new equity unit held, one Class A preferred share, Series 1, of Amalco, which are expected to be listed on the TSX Venture Exchange. The final terms of the distribution are expected to be included in the final order.

Other arrangement details

The new equity units, new preferred units, Series 1, Amalco warrants and Amalco preferred shares will be listed and posted for trading on the TSX-V, subject to TSX-V review and acceptance.

The arrangement constitutes a business combination as defined under MI 61-101. The arrangement will be exempt from the formal valuation requirement of MI 61-101 as no securities of the partnership are listed or quoted on a specified market that would require compliance with such formal valuation requirement (as set forth in Section 4.4(1)(a) of MI 61-101).

Partners Ltd. beneficially owns or exercises control or direction over an aggregate of approximately 57 per cent of the equity units, 21 per cent of the preferred units, Series 1, 62 per cent of the PVII warrants and 49 per cent of the trust units of the trust. In addition, Partners Ltd. owns directly approximately $161.5-million (U.S.) in net assets which will be acquired by Amalco pursuant to the arrangement, including approximately 1.3 million Class A limited voting shares of Brookfield.

Following completion of the arrangement, there is expected to be an aggregate of approximately 6.8 per cent more new equity units outstanding, as compared with equity units currently outstanding.

New PVI LP will be formed in Bermuda and, following completion of the arrangement, will be managed by its general partner, the trust. Immediately following completion of the arrangement, Partners Ltd. will cease to exist and Bruce Flatt will replace Partners Ltd. as the holder of the 49-per-cent interest in the trust.

We seek Safe Harbor.