Mr. Praveen Gupta reports

CLIFFSIDE CAPITAL LTD. ANNOUNCES COMPLETION OF GO-PRIVATE TRANSACTION

Cliffside Capital Ltd. has closed the previously announced acquisition of the company by Cliffside Ltd. pursuant to a plan of arrangement under Section 182 of the Business Corporations Act (Ontario). Pursuant to the arrangement, the purchaser acquired 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 that validly elected to receive common shares in the capital of the purchaser in exchange for their common shares.

Shareholders holding 40,982,905 common shares validly elected (or were deemed to have elected) to receive an aggregate of $4,098,300 as cash consideration and shareholders holding 56,283,762 common shares validly elected to receive, following a consolidation of the common shares on the basis of one postconsolidation common share for each 1,000 preconsolidation common shares, an aggregate of 56,281 purchaser shares as share consideration.

On Sept. 11, 2024, the company obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the arrangement.

Registered shareholders are reminded that, in order to receive the consideration in exchange for their common shares, they must complete, sign and return a letter of transmittal and election form to Computershare Investor Services Inc., in its capacity as depositary under the arrangement, together with their certificates or DRS advices representing their common shares. If you have any questions or require further information regarding the procedures for receiving the consideration, please contact the depositary: (i) by telephone at 1-800-564-6253; or (ii) by e-mail at corporateactions@computershare.com.

Cliffside has agreed, in accordance with the procedures and within the time limits set out in the plan of arrangement, to make a joint election under Subsection 85(1) or Subsection 85(2) of the Income Tax Act (Canada) (and any similar provision of any applicable provincial tax legislation) with eligible shareholders who dispose of common shares in exchange for share consideration. Eligible shareholders who wish to make a joint tax election must submit the information and complete the documentation made available on Cliffside's website. Upon receipt of a completed joint tax election from Cliffside, the electing shareholder must sign the joint tax election form and submit the signed form to the relevant tax authorities within the time limits prescribed by the relevant tax legislation. The joint tax elections are required to be submitted to Cliffside on or before March 13, 2025. Eligible shareholders considering making a joint tax election should consult their investment and tax advisers. Additional information can be found on the company's website.

The common shares are expected to be delisted from the TSX Venture Exchange on or around market close on Sept. 15, 2024. Following the delisting of the common shares, the company also intends to submit an application to cease to be a reporting issuer in Alberta, British Columbia and Ontario, being all of the jurisdictions in which the company is currently a reporting issuer, under applicable Canadian securities laws.

Additional information about the arrangement

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

About Cliffside Capital Ltd.

Cliffside is focused on investing in strategic partnerships with parties that 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.

About Cliffside Ltd.

The purchaser was incorporated on May 27, 2024, pursuant to the laws of the Province of Ontario. The purchaser was incorporated for the sole purpose of completing the arrangement and is controlled by Michael Stein, a director and chairman of Cliffside. Its head office is located at 11 Church St., Suite 200, Toronto, Ont., M5E 1W1.

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