Mr. James Elbaor of Marlton reports

MARLTON PARTNERS EXPRESSES CONCERN ABOUT THE PROPOSED MERGER OF 180 DEGREE CAPITAL CORP. AND MOUNT LOGAN

Marlton Partners LP, a beneficial owner of approximately 4.6 per cent of the outstanding stock of 180 Degree Capital Corp., has issued the following statement expressing its concern about 180 Degree Capital's definitive merger agreement with Mount Logan Capital Inc. and the 180 Degree Capital board of directors' failure to engage with Source Capital regarding its Jan. 24, 2025, merger proposal.

As Marlton Partners awaits review of the preliminary proxy, Marlton Partners is deeply concerned by 180 Degree Capital's definitive merger agreement with Mount Logan.

First, 180 Degree Capital's board and management are asking shareholders to approve a fundamental transformation -- converting 180 Degree Capital from a closed-end fund regulated under the Investment Company Act of 1940 (the 1940 act) into an alternative asset and insurance solutions company. In doing so, 180 Degree Capital will diverge from the corporate structure and strategy in which current shareholders invested while also stripping away crucial retail investor protections provided by the 1940 act structure.

Second, the board has failed to provide shareholders an option to tender at net asset value (NAV), the most basic safeguard for shareholders in transactions of this nature and one provided in almost every recent comparable deal in this space. When coupled with 180 Degree Capital's prolonged underperformance and total transformation of corporate structure, it makes not providing shareholders the option to receive cash at NAV even more unacceptable.

Further, the board's cavalier rejection of the potentially superior Jan. 24, 2025, merger proposal from Source Capital -- which valued 180 Degree Capital at 101 per cent of NAV -- without ever engaging in a single discussion with Source, brings into question the process and motivations of the board. If the board were truly focused on maximizing shareholder value, it would have engaged with Source to meaningfully evaluate its proposal as a credible potential suitor.

The refusal to even speak with Source raises questions about whose interests are truly being served in this process. Could it be because 180 Degree Capital's management will continue employment with Mount Logan? Given these developments, there are legitimate concerns about whether the special committee overseeing the transaction acted with an appropriate level of diligence and impartiality. 180 Degree Capital shareholders deserve a transparent process run by a board that takes its fiduciary duty seriously and that prioritizes maximizing value rather than advancing a predetermined outcome.

Shareholders should have the option to tender at NAV to realize the full and fair value of their investment, rather than being locked into a new complicated structure. Shareholders should also insist on transparency around the board's initial process that led to the Mount Logan proposal as well as how it determined -- again, without any engagement with Source -- that the Source proposal was not and would not reasonably become a superior transaction for shareholders.

Marlton Partners remains confident in the value of 180 Degree Capital but is disappointed and seriously concerned about how the board is approaching its duties to its shareholders. 180 Degree Capital's future should not be dictated by a transaction that offers investors no choice for NAV while also stripping away critical 1940 act protections.

Marlton has nominated three highly qualified and independent candidates -- James C. Elbaor, Gabriel D. Gliksberg and Aaron T. Morris -- for election to the 180 Degree Capital board of directors at the company's 2025 annual general meeting of shareholders. The firm also issued a letter to all 180 Degree Capital shareholders highlighting 180 Degree Capital's underperformance and steep discount to NAV.

About Marlton Partners LP

Marlton Partners is a Chicago-based, privately held investment firm led by Mr. Elbaor. The firm has a proven record of success in investing in closed-end funds and acquires significant ownership positions in other assets where it believes long-term value can be enhanced through active ownership. Mr. Elbaor holds a BA from New York University and an MBA from Columbia University.

Certain information concerning the participants

Marlton Partners, a Delaware limited partnership, together with the other participants named herein, intends to file a preliminary proxy statement and an accompanying proxy card with the U.S. Securities and Exchange Commission (SEC) to be used to solicit votes for the election of its slate of highly qualified director nominees at the 2025 annual meeting of shareholders of 180 Degree Capital, a New York corporation.

The participants strongly advises all shareholders of the company to read the proxy statement and other proxy materials, including a proxy card, as they become available because they will contain important information. Such proxy materials will be available at no charge on the SEC's website. In addition, the participants in this proxy solicitation will provide copies of the proxy statement without charge, when available, upon request. Requests for copies should be directed to the participants' proxy solicitor.

The participants in the proxy solicitation are expected to be Marlton Partners, Marlton Partners GP LLC, Marlton LLC, Mr. Elbaor, Mr. Morris, Mr. Gliksberg, ATG Fund II LLC and ATG Capital Management LLC.

As of the date hereof, Marlton Partners is the beneficial owner of 122,752 shares of common stock, with a par value of three cents, of 180 Degree Capital. Marlton GP, a Delaware limited liability company, is the general partner of Marlton Partners and, by virtue of that relationship, may be deemed to beneficially own the 122,752 common shares beneficially owned by Marlton Partners. Marlton, a Delaware limited liability company, is the investment manager of Marlton Partners and, by virtue of that relationship, may be deemed to beneficially own the 122,752 common shares beneficially owned by Marlton Partners. Mr. Elbaor is the president of Marlton and, by virtue of that relationship, may be deemed to beneficially own the 122,752 common shares beneficially owned directly by Marlton. ATG Fund II, a Delaware limited liability company, is the beneficial owner of 300,004 common shares. ATG Management, a Delaware limited liability company, is the managing member of ATG Fund II and, by virtue of that relationship, may be deemed to beneficially own the 300,004 common shares beneficially owned by ATG Fund II. Mr. Gliksberg is the managing member of ATG Management and, by virtue of that relationship, may be deemed to beneficially own the 300,004 common shares beneficially owned by ATG Management. Mr. Gliksberg also owns 28,042 common shares in his individual capacity. As of the date hereof, Mr. Morris is the beneficial owner of 10,670 common shares. As of the date hereof, the participants may be deemed to collectively beneficially own 461,468 common shares of 180 Degree Capital.

We seek Safe Harbor.