Ms. Nikita Klassen reports
MOUNT LOGAN CAPITAL INC. ANNOUNCES ADJOURNMENT OF ITS SPECIAL MEETING OF SHAREHOLDERS TO AUGUST 29, 2025
At the special meeting of shareholders of Mount Logan Capital Inc. convened on Friday, Aug. 22, 2025, at 10 a.m. Eastern Time, by live audio webcast and called for the purpose of considering and voting in respect of the various resolutions necessary to authorize the proposed business combination to combine Mount Logan and 180 Degree Capital Corp. under a new publicly traded company to be listed on Nasdaq Capital Market, after confirmation that quorum was present, no formal business was conducted, and the meeting was adjourned to Aug. 29, 2025, at 9 a.m. Eastern Time. The reconvened meeting will be held in a virtual-only format, which will be conducted by live audio webcast (meeting identification No. 400-915-584-528).
The reason for adjourning the meeting was to provide shareholders of the company eligible to vote at the meeting with sufficient time to review the supplement, dated Aug. 19, 2025, which is available for review under the company's SEDAR+ profile, to the company's management information circular dated July 11, 2025, prepared in connection with the meeting, to make informed voting decisions regarding the matters described in the information circular and supplement. The purpose of the supplement was to update shareholders with respect to certain revised terms of the proposed business combination, as more particularly described in the supplement, and as summarized in the company's news release dated Aug. 19, 2025, and below.
In furtherance of the foregoing purpose, the company has determined to reopen the voting proxy cut-off time (previously closed at 5 p.m. Eastern Time on Aug. 21, 2025), and accept proxies for the reconvened meeting until 5 p.m. Eastern Time on Aug. 28, 2025.
In light of the reconvened meeting, the hearing of the application of the company for a final order of the Ontario Superior Court of Justice (commercial list) approving the arrangement of Mount Logan for its continuance out from Ontario was changed from Aug. 27, 2025, at 11 a.m. Eastern Time, as disclosed in the information circular, to Sept. 2, 2025, at 10 a.m. Eastern Time. Accordingly, the deadline to serve any notice of appearance has been extended to 5 p.m. Eastern Time on Aug. 28, 2025, and the deadline to exercise dissent rights in connection with the arrangement resolution, in a manner consistent with Section 185 of the Business Corporations Act (Ontario) and the procedures set forth in the information circular, has been extended to 5 p.m. Eastern Time on Aug. 27, 2025.
If you are a shareholder who has already voted your shares and you do not wish to change your vote, you need not take any further action to maintain your previously cast vote. If you are a shareholder who has already voted your shares and you wish to change your vote, see revocation of a proxy and extension of proxy cut-off time in the information circular and the supplement, each of which are available for review under Mount Logan's SEDAR+ profile.
For additional information with respect to voting at the meeting, please refer to the information under the heading "The Mount Logan Meeting" in the information circular available for review under Mount Logan's SEDAR+ profile. Shareholders are encouraged to review and consider all the information in the information circular and the supplement and to consult their financial, legal or other professional advisers if they require assistance.
Relevant updates for Mount Logan investors
As previously announced on Aug. 18, 2025, Mount Logan and 180 Degree Capital entered into an amendment dated Aug. 17, 2025, to the agreement and plan of merger dated Jan. 16, 2025, as first amended on July 6, 2025, pursuant to which it was agreed that 180 Degree Capital shareholders will receive an increased number of shares of new Mount Logan valued at 110 per cent of 180 Degree Capital's net asset value at closing, representing an increase from 100 per cent of 180 Degree Capital's NAV as described in the information circular. The amendment was entered into in response to constructive shareholder feedback received during the proxy solicitation process for the proposed business combination. There was no change to the valuation of Mount Logan under the terms of the proposed business combination, which was $67.4-million (U.S.) at signing, subject to certain preclosing adjustments and which compares with Mount Logan's market capitalization as of Aug. 18, 2025, of approximately $49.9-million (U.S.).
Furthermore, Mount Logan and 180 Degree Capital announced that new Mount Logan, together with its management and/or affiliates or related parties, intends to launch, no later than 60 days after closing of the proposed business combination, a tender offer for up to $15.0-million (U.S.) of its common stock at a price per new Mount Logan share equal to the closing price per share implied by the sum of 180 Degree Capital's NAV at closing and the value ascribed to Mount Logan per the terms of the proposed business combination of $67.4-million (U.S.) at signing, subject to certain preclosing adjustments. Additional tenders and/or stock repurchases of up to an additional $10.0-million (U.S.) are expected to continue periodically throughout the 24 months following the closing of the business combination. The price per share of the foregoing liquidity programs shall be determined by the new Mount Logan board of directors, and is anticipated to be at or above the new Mount Logan price per share implied by the closing merger value, which is currently a premium of at least 46 per cent to Mount Logan's estimated closing price of approximately $1.70 (U.S.) on Aug. 18, 2025. The total size of the intended tender offer program of up to $25.0-million (U.S.) with $15.0-million (U.S.) expected to be launched no later than 60 days from closing and the remaining $10.0-million (U.S.) staged over 24 months represent approximately 19 per cent of the currently estimated closing merger value, and Mount Logan and 180 Degree Capital management, the new Mount Logan board, affiliates, and related parties have committed not to tender any new Mount Logan stock they own through the liquidity programs.
About Mount Logan Capital Inc.
Mount Logan is an alternative asset management and insurance solution 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 Securities and Exchange Commission 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 and annuity products acquired by Mount Logan in the fourth quarter of fiscal year 2021. Ability is also no longer insuring or reinsuring new long-term-care risk.
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