Ms. Nikita Klassen reports
MOUNT LOGAN CAPITAL INC. SHAREHOLDERS APPROVE PREVIOUSLY ANNOUNCED BUSINESS COMBINATION WITH 180 DEGREE CAPITAL CORP.
Mount Logan Capital Inc.'s shareholders have approved all resolutions required to complete the previously announced proposed business combination to combine Mount Logan and 180 Degree Capital Corp. under a new publicly traded company to be listed on the Nasdaq Capital Market, marking a significant milestone in Mount Logan's journey. For additional details regarding the business combination, see the joint proxy statement/prospectus dated July 11, 2025, which constitutes a management information circular of the company and the supplement to the information circular dated Aug. 19, 2025, each of which is available for review under the company's SEDAR+ profile.
At the special meeting of shareholders held earlier today, the following resolutions were approved:
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The resolution approving a plan of arrangement pursuant to Section 182 of the Business Corporations Act (Ontario) and a plan of domestication involving, among other things, the continuance of Mount Logan out from the jurisdiction of the OBCA and the substantially concurrent domestication of Mount Logan in the state of Delaware, and the conversion of Mount Logan to a limited liability company existing under and governed by the Delaware Limited Liability Company Act was required to be passed by at least 66-2/3rds per cent of the votes cast on the arrangement resolution by shareholders present in person or represented by proxy and entitled to vote at the meeting.
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The resolution authorizing, approving and adopting (including in shareholders' capacity as unitholders of Mount Logan following the MLC domestication) the agreement and plan of merger dated as of Jan. 16, 2025, as they may from time to time be amended, modified or supplemented between, among others, Mount Logan and 180 Degree Capital, which sets out the terms of the business combination, was required to be passed by: (i) holders representing greater than 50 per cent of all the issued and outstanding common shares of Mount Logan; and (ii) at least a majority of the votes cast on the merger resolution by shareholders at the meeting, excluding common shares held by Edward Goldthorpe, chief executive officer of Mount Logan, and Perry Dellelce, a director of Mount Logan (and each of their related parties), which were required to be excluded pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions).
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The resolution approving the Mount Logan 2025 omnibus incentive plan was required to be passed by at least a majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the meeting.
A total of 47,735,772 votes (representing 23,867,886 common shares of Mount Logan) were represented in person or by proxy at the meeting, representing approximately 81.79 per cent of the issued and outstanding shares.
Set out below is a summary of the voting results on each of the resolutions.
At the meeting of shareholders of 180 Degree Capital held on Aug. 22, 2025, shareholders of 180 Degree Capital approved the resolutions necessary to authorize 180 Degree Capital to complete the business combination. Closing of the business combination remains subject to the satisfaction of certain customary closing conditions, including the receipt of a final order of the Ontario Superior Court of Justice (commercial list) in respect of the arrangement, which is scheduled to be sought on Sept. 2, 2025. If the final order is obtained and all other conditions to completion of the business combination are satisfied or waived, it is expected that the business combination will be completed in September, 2025.
For further information regarding the business combination, please refer to the joint proxy statement/prospectus, a copy of which is available under the company's profile on SEDAR+.
In addition, Mount Logan has accepted Matthias Ederer's resignation as a co-president of Mount Logan, effective Aug. 31, 2025, after supporting an orderly transition of his responsibilities to other members of the existing executive management team as previously disclosed in the joint proxy statement/prospectus. The company would like to thank Mr. Ederer for his contributions to Mount Logan during his tenure.
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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