Mr. Ted Goldthorpe reports

MOUNT LOGAN CAPITAL INC. AND 180 DEGREE CAPITAL CORP. ANNOUNCE AGREEMENT TO COMBINE IN ALL-STOCK, TRANSFORMATIVE TRANSACTION ESTABLISHING A US EXCHANGE-LISTED, ALTERNATIVE ASSET MANAGEMENT AND INSURANCE SOLUTIONS PLATFORM WITH OVER $2.4 BILLION IN ASSETS UNDER MANAGEMENT

Mount Logan Capital Inc. has entered into a definitive agreement to combine with 180 Degree Capital Corp. in an all-stock transaction. The surviving entity is expected to be a Delaware corporation operating as Mount Logan Capital Inc. listed on the Nasdaq Stock Market under the symbol MLCI. In connection with the business combination, Mount Logan shareholders will receive proportionate ownership of New Mount Logan determined by reference to Mount Logan's $67.4-million transaction equity value at signing, subject to certain preclosing adjustments, relative to 180 Degree Capital's net asset value (NAV) at closing.

Shareholders holding approximately 23 per cent of the outstanding shares of Mount Logan and approximately 20 per cent of 180 Degree Capital signed voting agreements supporting the business combination, and an additional 9 per cent of Mount Logan and 7 per cent of 180 Degree Capital shareholders have provided written non-binding indications of support for the business combination.

Management commentary

Ted Goldthorpe, chief executive officer and chairman of Mount Logan, stated: "We are incredibly excited to embark on the next phase of Mount Logan's journey with 180 Degree Capital and its team, including Kevin and Daniel. We view the transaction as a significant milestone for both Mount Logan and 180 Degree Capital shareholders, as we believe our team has built a unique platform, which is well positioned to take advantage of the opportunities we see in the alternative asset management and insurance solutions space. Through the combination with 180 Degree Capital, we will have a larger balance sheet that allows us to scale through investment into other organic and inorganic growth opportunities, benefiting all key stakeholders. The combination also creates alignment among all shareholders who will now share in the upside of a larger company, aligned towards two of the fastest-growing segments in the financial services space. Coming together in this merger is a logical and exciting next step for both platforms that, we believe, will drive significant strategic and financial benefits in the immediate and longer-term future. We look forward to seeking to both accelerate our growth initiatives and enhance returns for all shareholders, while remaining focused on delivering strong performance across our investment strategies for the combined benefit of investors and policyholders."

Kevin Rendino, chief executive officer of 180 Degree Capital, said: "We could not be more pleased to share today's announcement with our shareholders. Our proposed combination with Mount Logan is the next step in the evolution of our business since Daniel and I took over day-to-day management of 180 Degree Capital in 2017. Throughout our discussions with Ted and his team, we instantly realized similarity of thought processes regarding investments, corporate culture, future opportunities for growth and focus on taking steps to unlock value for our respective shareholders. We are delighted to agree to combine with a premier credit asset manager where our capabilities will be significantly enhanced."

Daniel Wolfe, president of 180 Degree Capital, added: "I share Kevin's excitement for how we believe the combination of our businesses can take each company, and value creation for shareholders particularly, to the next level. This proposed combination is the culmination of options our Board has diligently evaluated to both maximize near-term value and provide the opportunity for future growth for shareholders of 180 Degree Capital. We couldn't be more pleased and are excited for the future as a combined entity."

Details of the proposed business combination

Mount Logan and 180 Degree Capital will combine in an all-stock transaction at an estimated $113.6-million pro forma transaction equity value at closing. Following completion of the transaction, each of Mount Logan and 180 Degree Capital will be wholly owned subsidiaries of New Mount Logan, which is expected to be listed on the Nasdaq under the symbol MLCI. Under the terms of the definitive agreement, shareholders of each of Mount Logan and 180 Degree Capital will receive an amount of newly issued shares of common stock of New Mount Logan based on the ratio of Mount Logan's transaction equity value at signing of $67.4-million, subject to certain pre-closing adjustments, relative to the NAV of 180 Degree Capital at closing. Based on the NAV of 180 Degree Capital as of Jan. 15, 2025, the estimated pro forma postmerger shareholder ownership would be approximately 60 per cent for current Mount Logan shareholders and 40 per cent for current 180 Degree Capital shareholders.

It is anticipated that Mount Logan's outstanding warrants will remain outstanding upon completion of the business combination and will be exercisable to acquire New Mount Logan common stock on economically equivalent terms, and that Mount Logan's outstanding restricted share units will automatically vest with the holders receiving New Mount Logan common stock for their Mount Logan shares issued upon vesting pursuant to the business combination.

The board of directors for each of Mount Logan and 180 Degree Capital have unanimously approved the business combination. The transaction, which is intended to be treated as a tax-free reorganization for both sets of shareholders, is subject to certain regulatory approvals and approvals by each of Mount Logan's and 180 Degree Capital's shareholders, in addition to other customary closing conditions, including a registration statement being declared effective by the United States Securities and Exchange Commission (SEC) relating to the shares of New Mount Logan common stock being issued to the shareholders of Mount Logan and 180 Degree Capital in the merger and the listing of New Mount Logan's common stock, which is expected to be listed on the Nasdaq. The transaction is expected to be completed in mid-2025.

The foregoing description of the merger agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the merger agreement, which will be available for review under Mount Logan's SEDAR+ profile. Full details of the business combination will be included in a joint proxy statement/prospectus of Mount Logan to be prepared and mailed in connection with a meeting of shareholders of Mount Logan to be called for the purpose of seeking shareholder approval of the business combination, and which will be available on SEDAR+.

Information concerning 180 Degree Capital in this news release has been provided by 180 Degree Capital.

Leadership and governance

At close, Mr. Goldthorpe is expected to serve as CEO of New Mount Logan. New Mount Logan will have a seven-member board of directors, comprising Mr. Goldthorpe, four additional independent directors designated by Mount Logan, one independent director designated by 180 Degree Capital and one independent director mutually agreed to by Mount Logan and 180 Degree Capital. The chairman of the board of directors of New Mount Logan will be Mr. Goldthorpe, who currently serves as chairman of Mount Logan.

Estimated timing of closing

The transaction was approved by the board of directors for each of Mount Logan and 180 Degree Capital by the unanimous vote of their respective directors. The completion of the transaction is subject to the satisfaction of customary closing conditions, including the receipt of required regulatory approvals and the approval of Mount Logan and 180 Degree Capital shareholders.

Conference call and presentation information

Representatives from Mount Logan and 180 Degree Capital will hold a conference call to discuss the transaction on Jan. 17, 2025, at 11 a.m. ET. A presentation has also been prepared that discusses the business combination and can be found on-line at the Mount Logan website or the 180 Degree Capital website.

Canada dial-in toll-free:  1-833-950-0062

United States dial-in toll-free:  1-833-470-1428

Access code:  693-165

Advisers

Dechert LLP and Wildeboer Dellelce LLP are serving as legal counsel, and Oppenheimer & Co. is serving as financial adviser, to Mount Logan on the business combination.

Fenchurch Advisory U.S. LP is serving as financial adviser, and Katten Muchin Rosenman LLP is serving as legal counsel, to the special committee of the board of directors of 180 Degree Capital. Proskauer Rose LLP and Osler Hoskin & Harcourt LLP are serving as legal counsel to 180 Degree Capital.

About Mount Logan Capital Inc.

Mount Logan Capital is an alternative asset management and insurance solutions company that is focused on public and private debt securities in the North American market and the reinsurance of annuity products, primarily through its wholly owned subsidiaries, Mount Logan Management LLC and Ability Insurance Company, respectively. Mount Logan also actively sources, evaluates, underwrites, manages, monitors and primarily invests in loans, debt securities and other credit-oriented instruments that present attractive risk-adjusted returns and present low risk of principal impairment through the credit cycle.

ML Management was organized in 2020 as a Delaware limited liability company and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended. The primary business of ML Management is to provide investment management services to (i): privately offered investment funds exempt from registration under the Investment Company Act of 1940, as amended, advised by ML Management; (ii) a non-diversified closed-end management investment company that has elected to be regulated as a business development company; (iii) Ability; and (iv) non-diversified closed-end management investment companies registered under the 1940 act that operate as interval funds. ML Management also acts as the collateral manager to collateralized loan obligations backed by debt obligations and similar assets.

Ability is a Nebraska-domiciled insurer and reinsurer of long-term care policies acquired by Mount Logan in the fourth quarter of fiscal year 2021.

About 180 Degree Capital Corp.

180 Degree Capital is a publicly traded, registered closed-end fund focused on investing in and providing value-added assistance through constructive activism to, what its management believes are, substantially undervalued, small, publicly traded companies that have potential for significant turnarounds. 180 Degree Capital's goal is that the result of its constructive activism leads to a reversal in direction for the share price of these investee companies (a 180-degree turn).

We seek Safe Harbor.