Calgary, Alberta--(Newsfile Corp. - July 15, 2026) - Olympia Financial Group Inc. (TSX: OLY) ("Olympia" or the "Corporation") is pleased to announce that it has entered into a definitive reorganization agreement (the "Reorganization Agreement") with Olympia Trust Company ("OTC"), Olympia Benefits Inc., Tarman ATM Inc. ("Tarman"), and certain members of senior management (the "Executive Officers"), pursuant to which the Corporation and OTC's existing management agreements with Tarman and the Executive Officers (the "Agreements") will be terminated in exchange for cash or a combination of cash and common shares ("Common Shares") of the Corporation (the "Transaction"). The Transaction will be effected by way of plan of arrangement (the "Plan of Arrangement") in accordance with section 288 of the Business Corporations Act (British Columbia).

Reasons for the Transaction and Related Considerations

The proposed Transaction is intended to, among other things, simplify Olympia's management structure and facilitate OTC's previously announced strategic plan for continuance as a Federal trust company under the Trust and Loan Companies Act (Canada) (the "OTC Continuance"). Completion of the OTC Continuance is an important part of the Corporation's strategic plan as only trust companies incorporated under the Trust and Loan Companies Act (Canada) may be registered under the Loan and Trust Corporations Act (Ontario) to provide the services of a trust company in Ontario. A significant percentage of investment accounts administered by OTC's Investment Account Services division, are held for the benefit of Ontario residents.

If approved, the Transaction and the intended OTC Continuance will, among other things:

• provide certainty respecting OTC's ability to serve Ontario residents;

• position OTC to pursue growth opportunities that are generally more readily available to federally regulated trust companies operating across Canada;

• improve operating margins through the elimination of an allocation of a portion of operating profits to certain Executive Officers;

• establish stronger economic alignment between the long-term interests of the Executive Officers and those of the Shareholders through increased Common Share ownership;

• simplify Olympia's compensation structure and provide greater predictability with respect to future compensation expenses, capital planning and cash management; and

• enhance Olympia's ability to forecast, allocate and deploy capital in support of strategic initiatives, balance sheet growth and future dividend decisions.

Key Terms of the Transaction

The Agreements being terminated include (a) the amended and restated management agreement between the Corporation and Tarman; and (b) the executive employment agreements between the Corporation, OTC and each of: (i) Craig Skauge, Executive Vice-President of the Corporation and President & Chief Executive Officer of OTC; (ii) Andrea Gillis, Executive Vice-President, Investment Account Services, Securities of OTC; and (iii) Kelly Revol, Executive Vice President, Investment Account Services, Mortgages of OTC. Upon completion of the Transaction, each of the Executive Officers and Richard Skauge will enter into new executive employment agreements with the Corporation and/or OTC, as applicable to continue in their current role.

The aggregate consideration to be paid by the Corporation to Tarman and the Executive Officers pursuant to the Transaction consists of approximately $44.9 million in cash ($4.9 million of which will be used by the Executive Officers to, immediately following payment of such cash consideration, subscribe for Common Shares) and 433,493 Common Shares (excluding the Common Shares for which the Executive Officers will subscribe pursuant to the Transaction). The number of Common Shares to be issued and subscribed for was determined by calculating the number of Common Shares representing an aggregate value of $49,747,000 on the date the Reorganization Agreement was executed, based on the 30-trading day volume weighted average price of the Common Shares for 30-trading days prior to execution of the Reorganization Agreement on July 15, 2026.

Common Shares issued to Tarman and with an aggregate value of $6 million are to be placed into escrow and released over a period of 3 years. Common Shares issued to the Executive Officers with an aggregate value of $3.82 million are to be placed into escrow and released over a period of 3 to 4 years and will be forfeited by the Executive Officer in the event that the Executive Officer resigns their employment, is terminated for cause, becomes totally disabled, or dies.

The cash consideration payable pursuant to the Transaction is expected to be funded through the proceeds of a new credit facility to be entered into by the Corporation prior to closing. It is a condition to completion of the Transaction that such financing be obtained on terms and conditions acceptable to the Corporation, OTC and OBI, as applicable.

Special Committee and Board Recommendation

The proposed Transaction was reviewed by a special committee (the "Special Committee") of the board of directors of the Corporation (the "Board") comprised entirely of independent directors of the Corporation. In conducting its review, the Special Committee and Board received independent legal advice and considered a comprehensive formal valuation prepared by Evans & Evans Inc.

On an illustrative basis, annual aggregate compensation paid to the Executive Officers in 2025 was $18.4 million. It is anticipated that the negotiated termination of the Agreements will lower annual aggregate compensation paid to the Executive Officers to between $2.9 million and $4.0 million on an annualized basis, depending on whether performance, long-term risk management, and other applicable metrics are met.

Required Approvals

In order to become effective, the Transaction Resolution must be approved by at least two-thirds of the votes cast on the Transaction Resolution by shareholders present or represented by proxy at the Meeting. In addition, the Transaction Resolution must also be approved by a simple majority of the votes cast on the Transaction Resolution by shareholders present or represented by proxy at the Meeting excluding the votes cast by Tarman, the Executive Officers and any other shareholder whose votes are required to be excluded in determining whether "minority approval" for the Transaction has been obtained pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Pursuant to the rules of the Toronto Stock Exchange, the Transaction also requires approval by a simple majority of the votes cast by shareholders present or represented by proxy and voted at the Meeting, excluding those insiders participating in the Transaction.

In addition to the approval of shareholders, the Transaction must also be approved by the Supreme Court of British Columbia, the Toronto Stock Exchange and certain regulatory authorities pursuant to the Loan and Trust Corporations Act (Alberta).

Shareholder Meeting

In connection with the Transaction, the Corporation also intends to seek an interim order at the Supreme Court of British Columbia authorizing the calling of an annual and special meeting of shareholders (the "Meeting") at which shareholders will be asked to consider and vote on a special resolution approving the proposed Transaction (the "Transaction Resolution") among other annual meeting matters. Details of the matters to be considered by the Corporation's shareholders will be described in the Corporation's management information circular.

Once available, the Management Information Circular and related meeting materials will be available on SEDAR+ at www.sedarplus.ca and on the Corporation's website at www.olympiafinancial.com.

About Olympia Financial Group Inc.

Olympia Financial Group Inc. ("OFGI") conducts most of its operations through its subsidiary Olympia Trust Company, a non-deposit taking trust company. Olympia Trust Company is licensed to conduct trust activities in Alberta, British Columbia, Saskatchewan, Manitoba, Quebec, Newfoundland and Labrador, Prince Edward Island, New Brunswick, and Nova Scotia. Olympia Trust Company administers self-directed registered plan accounts, corporate trust, and transfer agency services. OFGI also offers private health services plans and information technology services to exempt market dealers, registrants, and issuers through its subsidiary Olympia Benefits Inc.

OFGI's common shares are listed on the Toronto Stock Exchange under the symbol "OLY".

Statements Regarding Forward-Looking Information

Certain portions of this press release as well as other public statements by Olympia contain "forward-looking information" within the meaning of applicable Canadian securities legislation, which is also referred to as "forward-looking statements", which may not be based on historical fact. Wherever possible, words such as "will," "plans," "expects," "targets," "continue," "estimates," "scheduled," "anticipates," "believes," "intends," "may," and similar expressions or statements that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved, have been used to identify forward-looking information. Forward-looking statements contained in Olympia's public disclosure include, without limitation, Olympia's earnings expectations, fee income, expense levels, general economic, political and market factors in North America and internationally, interest and foreign exchange rates, global equity and capital markets, business competition, technological change, changes in government regulations, unexpected judicial or regulatory proceedings, catastrophic events, and Olympia's ability to complete strategic transactions and other factors. In addition, this news release contains forward-looking statements relating to: the anticipated benefits of the Transaction; the expected timing of the Meeting; the expected structure, steps, timing and effect of the Transaction; the anticipated receipt of all required approvals for, and the satisfaction of all conditions in respect of, the Transaction, including the timing thereof; the receipt of third-party financing on terms and conditions satisfactory to the Corporation; the Corporation's plans and expectations with respect to the Transaction and the OTC Continuance, and the anticipated growth opportunities following completion of the Transaction.

All material assumptions used in making forward-looking statements are based on management's knowledge of current business conditions and expectations of future business conditions and trends, including their knowledge of the current interest rate and liquidity conditions affecting Olympia and the Canadian economy. Certain material factors or assumptions are applied by Olympia in making forward-looking statements, including without limitation, factors and assumptions regarding interest and foreign exchange rates, availability of key personnel, the effect of competition, government regulation of its business, computer failure or security breaches, future capital requirements, acceptance of its products in the marketplace, its operating cost structure, the current tax regime and the ability of Olympia to obtain necessary third-party and governmental approvals, as applicable.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/305393