2356340 Alberta Inc. entered into a letter of intent to acquire Mosaic Capital Corporation (TSXV:M) on May 10, 2021. 2356340 Alberta Inc. entered into an agreement to acquire Mosaic Capital Corporation (TSXV:M) for an enterprise value of approximately CAD 280 million on June 28, 2021. Under the terms of the transaction, 2356340 Alberta will acquire all of the outstanding common shares of Mosaic for CAD 5.5 per share in cash, and in addition, Mosaic’s outstanding convertible unsecured subordinated debentures will be acquired for consideration of CAD 1,000 plus accrued and unpaid interest for each CAD 1,000 principal amount. Consolidated enterprise value (inclusive of debt) is approximately CAD 277.3 million. All outstanding Mosaic restricted stock units will have their vesting accelerated and the holders of the Mosaic restricted stock units will receive CAD 5.50 per Mosaic restricted stock unit in cash for each Mosaic restricted stock unit they own as at the effective time. All outstanding Mosaic options will be surrendered for cancellation and the holders of Mosaic options will receive the amount, if any, that CAD 5.50 exceeds the exercise price of each Mosaic option they hold at the effective time, less any applicable withholdings. Mosaic will pay a fee of CAD 1.8 million to 2356340 Alberta in case Mosaic terminates the agreement. 2356340 Alberta will pay a fee of CAD 1.8 million to Mosaic in case 2356340 Alberta terminates the agreement. 2356340 Alberta Inc, use reasonable commercial efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the proceeds of the Sponsor Financing prior to the Effective Date. The transaction is subject to various conditions, including approval by shareholders at a special meeting, court and regulatory approvals and provision of financing by Mosaic’s lenders. Dissent Rights will not have been exercised with respect to more than 10% of the issued and outstanding Common Shares of Mosaic. The Board of Directors of Mosaic, after receiving the unanimous recommendation of the Special Committee, consisting of William Smith, QC, George Flemming and Evangelos Spiropoulos who are non-Management Directors, unanimously recommended the shareholders to vote in favor of this transaction. Certain shareholders, who collectively beneficially own or exercise control over approximately 41.6% of Mosaic’s outstanding common shares have entered into voting and support agreements pursuant to which they have agreed to vote their common shares in favor of the transaction. The shareholders of Mosaic Capital Corporation approved the transaction on July 29, 2021. The transaction is expected to close in early August 2021. As of July 3, 2021, if all of the conditions to completion of the arrangement are satisfied, Mosaic anticipates that closing will occur prior to the end of the August 2021. As of July 29, 2021, the transaction is expected to close on or about August 5, 2021. Evans & Evans, Inc. acted as fairness opinion provider to the special committee and the Board of Directors of Mosaic. B.R. (Brian) Canfield of Farris LLP acted as legal advisor to the special committee and to Mosaic. Wes Burrow of Fillmore Riley LLP acted as legal advisor to 2356340 Alberta and David Chaikof, Omar Wakil, David Kolesar, Mark Yusishen. Janan Paskaran of Torys LLP acted as legal advisors to Fairfax Financial. Osprey Capital Partners Inc. acted as financial advisor to Mark Yusishen. Olympia Trust Company Inc. acted as depository and transfer agent to Mosaic. Scott Sansgster, Ali Memon of Fasken Martineau DuMoulin LLP advised Mosaic Capital Corporation. 2356340 Alberta Inc. completed the acquisition of Mosaic Capital Corporation (TSXV:M) on August 5, 2021. The Common Shares and the Debentures will each be delisted from the TSX Venture Exchange (the “TSXV”) effective as of the close of trading on August 5, 2021.