Mr. Steven Hudson reports

ECN CAPITAL ANNOUNCES CLOSING OF ACQUISITION BY INVESTOR GROUP LED BY WARBURG PINCUS AND GOODVIEW CAPITAL

ECN Capital Corp. has successfully completed the company's previously announced plan of arrangement whereby a newly formed acquisition vehicle controlled by an investor group led by investment funds managed by Warburg Pincus LLC and including Goodview Capital Corp. (the purchaser) acquired (i) all of the issued and outstanding common shares of the company for $3.10 in cash per common share; (ii) all of the issued and outstanding cumulative five-year minimum rate reset preferred shares, Series C of the company, for $26.00 in cash per Series C preferred share (plus all accrued but unpaid dividends thereon); and (iii) all of the issued and outstanding mandatory convertible preferred shares, Series E of the company, for $3.10 in cash per Series E preferred share (plus all accrued but unpaid dividends thereon).

As a result of the completion of the arrangement, it is expected that the common shares and Series C preferred shares will be delisted from the Toronto Stock Exchange (the TSX) shortly after the date hereof. The company expects that its 6.00 per cent senior unsecured debentures of the company due Dec. 31, 2026, 6.25 per cent senior unsecured debentures of the company due Dec. 31, 2027, and 6.50 per cent convertible senior unsecured debentures of the company due April 30, 2030, will continue to be listed on the TSX and the company will continue to be a reporting issuer under applicable Canadian securities laws.

Changes in senior management

In connection with the completion of the arrangement, Steven Hudson has stepped down as chief executive officer of the company. Following closing of the arrangement, the newly constituted board of directors has appointed Lawrence Krimker, founder and controlling shareholder of Goodview Capital Corp., as his replacement as chief executive officer, effective immediately. In addition, Jacqueline Weber has resigned as chief financial officer of the company, and Sean Milne, managing partner of Goodview Capital Corp., has been appointed to succeed her in that role.

"We are pleased to successfully close this transaction with the purchaser, marking an important milestone for ECN Capital and our shareholders," said Steven Hudson, chief executive officer of ECN Capital. "Over the past several years, we have transformed ECN Capital into a high performing, asset-light business focused on delivering strong returns, and this transaction provides compelling value and liquidity for our shareholders.

"Lawrence Krimker is a highly respected investor with a deep understanding of the specialty finance sector and a proven ability to build long-term value. I have had the privilege of working with Lawrence for over 20 years, and he has consistently demonstrated exceptional leadership and vision," said Mr. Hudson. "He is also a recognized leader and, from our earliest discussions, it was clear he shares our vision for ECN Capital's future and the opportunities ahead.

"We are confident that under Lawrence's leadership, alongside Warburg Pincus and the broader investor group, ECN Capital is exceptionally well positioned for its next phase of growth and success."

"Steve Hudson has built ECN Capital into a highly disciplined, value-driven platform with an outstanding track record of delivering results for shareholders," said Mr. Krimker.

"His leadership, strategic clarity and ability to execute have been instrumental in transforming the business into what it is today. On behalf of the investor group, I would like to thank Steve for his partnership over the years and for his continued commitment to excellence. We look forward to building on this strong foundation and driving the next chapter of growth for ECN Capital."

Treatment of debentures

Within 30 days of the date hereof, as required in accordance with the debentures' respective terms, the company will make a cash offer to purchase all of the outstanding debentures, in whole or in part (in a minimum amount of $1,000 principal amount and multiples thereof), in cash, at a price equal to 100 per cent of the principal amount thereof plus accrued and unpaid interest thereon up to, but excluding, the date of payment. In addition, beginning 10 trading days before the date hereof, until 30 days after the applicable debenture offer is delivered, holders of the 2030 convertible debentures are entitled to convert their debentures and receive a cash payment in an amount equal to $3.10 per common share that they would have been entitled to receive upon conversion, inclusive of an additional number of make-whole premium shares they would have been entitled to receive upon conversion following a change of control of the company (plus unpaid interest up to but excluding the conversion date), as set out in the indenture governing the 2030 convertible debentures. As a result, during the change of control conversion period, each holder of $1,000 principal amount of 2030 convertible debentures shall be entitled to receive a cash payment equal to $1,022.12 (being $822.28 plus the make-whole premium of $199.84) (plus unpaid interest up to but excluding the conversion date) upon the conversion of such debentures.

Following the change of control conversion period, each holder of 2030 convertible debentures who has not exercised its right of conversion, upon the exercise of such right shall be entitled to receive and shall accept, in lieu of the number of common shares then sought to be acquired by it, a cash payment of $3.10 per common share that such holder of a 2030 convertible debenture would have been entitled to receive at the effective time of the arrangement if, at the effective time, the holder had been the registered holder of the number of common shares sought to be acquired by it and to which it was entitled to acquire upon exercise of the conversion right applicable to the 2030 convertible debentures. As a result, following the change of control conversion period, each holder of $1,000 principal amount of 2030 convertible debentures shall be entitled to receive $822.28 (plus unpaid interest up to but excluding the conversion date) upon the conversion of such debentures.

Reorganization of business

As part of the completion of the arrangement, ECN Capital amalgamated with certain of its wholly owned subsidiaries. ECN Capital expects to complete a further amalgamation with the purchaser in the coming days, following the delisting of the common shares and Series C preferred shares from the TSX.

Following the amalgamation of ECN Capital with the purchaser, the resulting amalgamated corporation intends to continue out of the Province of Ontario under the Business Corporations Act (Ontario) and into the State of Delaware pursuant to the Delaware General Corporation Law such that, following such continuance, the company will be organized under the laws of the State of Delaware. As part of such continuance, the company will adopt new organizational documents in accordance with Delaware law and will retain the name ECN Capital Corp.

Following its continuance into Delaware, the company intends to distribute its RV and marine finance business segment, including, primarily, the businesses operated by Source One Financial Services LLC, Intercoastal Financial Group LLC and Paramount Capital Group LLC (together the distributed entities), to certain affiliates such that the distributed entities will no longer be subsidiaries of the company.

The distributed entities represented approximately 20 per cent of the company's consolidated revenue for the fiscal year ending Dec. 31, 2025. Following such distribution, the company will continue to operate its remaining businesses, primarily focused on the manufactured housing finance business segment. Although the distributed entities will no longer be subsidiaries of the company, they will remain under common ownership with the company, continue to form an integral part of the broader group of ECN Capital-affiliated businesses, and be managed by their existing executive teams.

As a result of the distribution, the financial results of the distributed entities will no longer be consolidated with those of the company. As a result, the company's historical financial results may not be indicative of its future performance.

Further information regarding the distributed entities is included in ECN Capital's annual information form dated Feb. 26, 2026 (the AIF), which is available on the company's issuer profile on SEDAR+.

Action required by ECN Capital shareholders

Registered shareholders of the company are reminded to submit a duly completed letter of transmittal and the physical share certificate(s) and/or DRS advice(s), as applicable, representing their shares to Computershare Investor Services Inc., the company's depositary, to receive the consideration to which they are entitled under the arrangement. If you have questions or require further information about the procedures to complete your letter of transmittal, please contact Computershare toll-free in North America at 1-800-564-6253 or outside of North America at 1-514-982-7555 or by e-mail at corporateactions@computershare.com.

Non-registered shareholders of the company are not required to submit a letter of transmittal. Non-registered holders whose shares are registered in the name of an intermediary should follow the instructions of their intermediary or contact their intermediary for assistance.

Further information regarding the arrangement is included in ECN Capital's management information circular dated Dec. 17, 2025, which is available on the company's issuer profile on SEDAR+.

Required early warning disclosure

This additional disclosure is being provided pursuant to National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed by the purchaser with the regulatory authorities in each jurisdiction in which the company is a reporting issuer containing information with respect to the foregoing matters. This disclosure has been provided by the purchaser.

Immediately prior to giving effect to the arrangement and the transactions related thereto, the purchaser did not own, or exercise control or direction over, directly or indirectly, any shares. Pursuant to the arrangement and the transactions related thereto, the purchaser acquired ownership and control over (i) 281,733,450 common shares, representing 100 per cent of the issued and outstanding common shares, for an aggregate purchase price of $873,373,695.00, (ii) 3,712,400 Series C preferred shares, representing 100 per cent of the issued and outstanding Series C preferred shares, for an aggregate purchase price of $97,006,761.40 and (iii) 27.45 million Series E preferred shares, representing 100 per cent of the issued and outstanding Series E preferred shares, for an aggregate purchase price of $86,137,528.44. A copy of the purchaser's early warning report will be filed under the company's profile on SEDAR+ and further information and/or a copy of the purchaser's early warning report may be obtained from Sean Milne, chief financial officer of the company, telephone: 561-717-4772. The purchaser's principal office is located at 777 South Flagler Dr., suite 800 East, West Palm Beach, Fla., 33401.

About ECN Capital Corp.

With managed assets of $7.6-billion (U.S.), ECN Capital (together with its affiliated entities) is a leading provider of business services to North American-based banks, institutional investors, insurance company, pension plan, bank and credit union partners. ECN Capital and its affiliates originate, manage and advise on credit assets on behalf of its partners, specifically consumer (manufactured housing, and through its affiliates, recreational vehicle and marine) loans and commercial (floor plan and rental) loans. Its partners are seeking high-quality assets to match with their deposits, term insurance or other liabilities. The company's head office is located at 777 South Flagler Dr., suite 800 East, West Palm Beach, Fla., 33401.

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