Mr. Praveen Gupta reports

CLIFFSIDE CAPITAL LTD. SHAREHOLDERS OVERWHELMINGLY APPROVE ARRANGEMENT WITH CLIFFSIDE LTD.

The shareholders of Cliffside Capital Ltd. have approved a special resolution authorizing a plan of arrangement under Section 182 of the Business Corporations Act (Ontario), previously announced on July 16, 2024, at the annual and special meeting of shareholders held earlier today.

The purpose of the meeting was to consider and vote upon, among other things, the arrangement resolution authorizing the arrangement and approving the transactions contemplated in the arrangement agreement dated July 16, 2024, among the company, Cliffside Ltd. (the purchaser), CFLP Limited Partnership and LC Asset Management Corp., pursuant to which, among other things, the purchaser will acquire all of the issued and outstanding common shares of the company for consideration of 10 cents per common share, other than common shares held by certain shareholders who validly elect to receive common shares in the capital of the purchaser in exchange for their common shares.

A total of 85,140,885 common shares were represented in person or by proxy at the meeting, representing approximately 87.53 per cent of the issued and outstanding common shares.

Approval of the arrangement

For the arrangement to proceed, the arrangement resolution required the approval of: (i) at least two-thirds of the votes cast by shareholders, voting as a single class; and (ii) a simple majority of the votes cast by shareholders (excluding common shares required to be excluded pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions)).

At the meeting, the arrangement resolution was approved by: (i) 84,997,034 votes cast at the meeting, representing approximately 100 per cent of the shareholders present in person or represented by proxy at the meeting; and (ii) 56,369,183 votes cast at the meeting, representing approximately 100 per cent of the shareholders present in person or represented by proxy at the meeting (excluding common shares required to be excluded pursuant to MI 61-101). Accordingly, the shareholder approval required to proceed with the arrangement has been obtained. Additionally, the company is pleased to advise that the arrangement resolution was approved by 28,713,272 votes cast at the meeting, representing approximately 100 per cent of the shareholders present in person or represented by proxy at the meeting (excluding common shares required to be excluded pursuant to MI 61-101 and common shares held by share electing shareholders).

In addition to the arrangement resolution, at the meeting, the shareholders also approved: (i) the election of Michael Stein, Mark H. Newman, Keith L. Ray, Todd Skinner, Stephen Malone and Richard Valade as directors of Cliffside; (ii) the reappointment of PricewaterhouseCoopers LLP as the auditor of the company for the ensuing year and authorization of the directors of the company to fix its remuneration; and (iii) an ordinary resolution approving the stock option plan of the company.

Name             Outcome of vote              Votes for      Votes withheld

Michael Stein            Elected         84,997,034 100%                2 0%          
Mark H. Newman           Elected         84,997,034 100%                2 0%          
Keith L. Ray             Elected         84,997,034 100%                2 0%          
Todd Skinner             Elected         84,997,034 100%                2 0%          
Stephen Malone           Elected         84,997,034 100%                2 0%          
Richard Valade           Elected         84,997,034 100%                2 0%          

Transaction update

The arrangement is expected to become effective in September, 2024, subject to, among other things, the company obtaining a final order from the Ontario Superior Court of Justice (commercial list) in respect of the arrangement and the satisfaction or waiver of certain other customary closing conditions. The hearing for the final order of the Ontario Superior Court of Justice (commercial list) to approve the arrangement is scheduled to take place on Sept. 11, 2024. Following the completion of the arrangement, it is expected that the common shares will be delisted from the TSX Venture Exchange, and, following the delisting of the common shares, the company intends to submit an application to cease to be a reporting issuer under applicable Canadian securities laws.

About Cliffside Capital Ltd.

Cliffside is focused on investing in strategic partnerships with parties which have specialized expertise and a proven record in originating and serving loans and similar types of financial assets. Cliffside's strategy is to generate revenue as an investor, affording its shareholders an opportunity to invest in the growing alternative lending sector with the potential for attractive.

Additional information about the arrangement

Further details regarding the arrangement and on the matters set out herein are found in the management information circular of the company dated Aug. 8, 2024, which is available on Cliffside's profile on SEDAR+.

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