Good morning and welcome to the Reconvened Special Meeting of Shareholders of Mount Logan Capital Inc., previously adjourned on August 22nd, 2025. My name is Henry Wang, and I am a Co-President of the company, and I will also act as Chair of today's meeting. As noted in the materials sent to shareholders prior to the meeting, this reconvened special meeting of shareholders is being conducted online only in a virtual format. As this meeting is being held virtually via live webcast, I would like to first set out a few rules for the orderly conduct of the meeting. Questions can be submitted by registered shareholders and duly appointed proxy holders logged in today using the instant messaging service of the virtual interface. When asking a question, please indicate your name and which entity you represent, if any. Those logged in as guests will not be able to ask questions.
Questions will be addressed during the question and answer period at the end of the meeting, provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting itself. For the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders, we ask to vote on each item of business after the presentation of all business items. If you are logged in as a guest today, you will be able to observe the meeting, but will not be able to vote on any items. I will indicate when voting has opened. If you are eligible to vote, you will receive a message on the virtual interface requesting you to register your votes, at which point you will only have a certain amount of time to complete your voting.
I understand that the scrutineers have tabulated votes received by proxy properly submitted prior to the meeting. If you have previously voted, you do not need to vote again or prompt it. By voting again, you will revoke any previous vote. I also note that prior to the start of the meeting, I received a report from the scrutineers in respect of each resolution. The scrutineers have indicated that based on proxies received prior to the start of the meeting, the requisite number of shares were voted in favor of each resolution. Therefore, rather than waiting for a new interim voting report to be generated during the meeting, I will declare each motion carried following voting. Reports showing the full voting results will be updated, will be published on SEDAR and by press release following the meeting.
For more information regarding the virtual meeting platform, please refer to the joint proxy statement/prospectus sent to shareholders prior to the meeting. We will now proceed with the formal portion of today's meeting. To expedite the formal part of the meeting, I will move and second all motions. I now call to order the reconvened special meeting of the shareholders of the company. I appoint Nikita Klassen, Chief Financial Officer and Corporate Secretary of the company, to act as Secretary of the meeting. With the consent of the meeting, I appoint Odyssey Trust Company through its representatives as scrutineers to calculate and report on the votes in respect of the motions presented at this meeting.
The purposes of today's meeting are set out in the joint proxy statement/prospectus, which constitutes a management information circular of the company dated July 11th, 2025, and as supplemented on August 19th, 2025, collectively referred to as the joint proxy statement/prospectus, which is available on the Lumi platform and on the company's website. The notice calling this meeting, the initial joint proxy statement/prospectus, and the form of proxy were mailed to shareholders who were entitled to receive the notice of meeting on or about July 22nd, 2025. The supplement was mailed to such shareholders on or about August 21st, 2025. I have received affidavits from Poppin Merrill Canada and Broadridge Investor Communications Corporation confirming the mailing of the notice of the meeting and other meeting materials to the company shareholders. Unless there is any objection, I will dispense with the reading of the notice of the meeting.
Seeing no objection, we will dispense with the reading. With respect to the mailing of materials to shareholders, I direct that the statutory declaration of mailing be annexed to the minutes of this meeting. The preliminary scrutineers' report shows that a quorum of shareholders is present at this meeting. As such, I declare that the meeting is properly constituted for the transaction of business. I direct that the scrutineers' report on attendance be annexed to the minutes of the meeting. As the first item of business on the agenda for today's meeting, I now invite the meeting to consider and, if deemed advisable, approve with or without variation a resolution, the full text of which is set out in the joint proxy statement/prospectus.
To approve 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 of the jurisdiction of the OBCA to 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, all as more fully described in the joint proxy statement/prospectus. Such resolution is referred to hereafter as the arrangement resolution. To pass, the arrangement resolution must be approved by at least two-thirds of the votes cast by shareholders present in person or represented by proxy and entitled to vote at this meeting. Unless there is an objection, I will dispense with the reading of the arrangement resolution aloud.
As mentioned at the beginning of the meeting, voting on all matters will take place at the same time closer to the end of this meeting. I will now move to the next item of business. The next item of business is to consider and, if deemed advisable, approve with or without variation a resolution, including in shareholders' capacity as unitholders of Mount Logan
following the MLC domestication, the full text of which is set out in the joint proxy statement/prospectus, to authorize, approve, and adopt the Agreement and Plan of Merger dated as of January 16th, 2025, as amended by an amendment to the Agreement and Plan of Merger dated July 6th, 2025, and as further amended by a second amendment to the Agreement and Plan of Merger dated August 17th, 2025, which I will refer to as the merger agreement. By and among Mount Logan , 180 Degree Capital Corp., a corporation organized under the laws of the state of New York, Yukon New Parent Inc., a corporation organized under the laws of the state of Delaware and a wholly owned subsidiary of 180 Degree Capital , which will be renamed to Mount Logan Capital Inc., which I will refer to as New Mount Logan.
Polar Merger Sub Inc., a corporation organized under the laws of the state of New York and a wholly owned subsidiary of New Mount Logan, and Moose Merger Sub LLC, a limited liability company formed under the laws of the state of Delaware and a wholly owned subsidiary of New Mount Logan, which I will refer to as MLC Merger Sub. Pursuant to which, among other things, upon the terms and subject to the conditions set forth in the merger agreement, including the prior consummation of the continuance of Mount Logan out of the jurisdiction of the OBCA to the state of Delaware, MLC Merger Sub shall be merged with and into Mount Logan, with Mount Logan as the surviving company. Such resolution is referred to hereafter as the merger resolution.
To pass, the merger resolution must be approved by holders representing greater than 50% of all the issued and outstanding common shares in the capital of Mount Logan, and at least a majority, at least 50% of the votes cast by shareholders present in person or represented by proxy and entitled to vote at this meeting, and excluding any votes in respect of shares that are required to be excluded pursuant to Multilateral Instrument 61-101, protection of minority security holders in special transactions. For these purposes, any shares held by Mr. Edward Goldthorpe, Chief Executive Officer of Mount Logan, and Mr. Perry Delease, the Director of Mount Logan, will be excluded from the vote. As such, the simple majority vote in respect of the merger resolution will be calculated, excluding any votes attached to shares held by such shareholders.
Unless there is an objection, I will dispense with the reading of the merger resolution aloud. As mentioned at the beginning of the meeting, voting on all matters will take place at the same time closer to the end of this meeting. I will now move to the next item of business. The next item of business is to consider and, if deemed advisable, approve with or without variation, including in shareholders' capacity as unit holders of Mount Logan following the MLC domestication, a resolution, the full text of which is set out in the joint proxy statement/prospectus, to approve the Mount Logan Capital Inc. 2025 Omnibus Incentive Plan. Such resolution is referred to hereafter as the 2025 Omnibus Incentive Plan resolution. To pass the Mount Logan Capital Inc.
2025 Omnibus Incentive Plan resolution, it must be approved by at least a majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote at this meeting. Unless there is an objection, I will dispense with the reading of the 2025 Omnibus Incentive Plan resolution aloud. As mentioned at the beginning of the meeting, voting on all matters will take place at the same time closer to the end of this meeting. I will now move to the next item of business. As mentioned earlier, voting today will be conducted by electronic ballot. I will now take a moment to ask that the balloting be opened to registered holders and appointed proxy holders.
The polls are now open, and at this point, all registered holders and proxy holders who have properly logged in with the control numbers or username and wish to vote will be able to see on the screen all motions being brought forth at this meeting. As previously mentioned, if you already voted by proxy prior to the meeting, you do not need to vote again now. If you vote again now, any such votes will override your prior votes. Guests are not permitted to vote, and as such, if you are logged in as a guest, your screen will not change. Please register your votes by accessing the voting page and selecting the for or against buttons, as applicable, for each of the arrangement resolution, the merger resolution, and the 2025 Omnibus Incentive Plan resolution.
Once the electronic balloting closes, the voting page will disappear and your votes will automatically be submitted. I will now pause during the voting period and will announce once the polls will be closed. Polls have now been opened for the allotted time. I ask that Odyssey please close the polls. As mentioned earlier, prior to the start of the meeting, I received a report from the scrutineers in respect of each resolution. The scrutineers have indicated that based on proxy received prior to the start of the meeting, the requisite number of shares were voted in favor of each resolution. I therefore declare that each motion has been carried. The plan of arrangement pursuant to Section 182 of the OBCA , together with the MLC domestication, each as more particularly set forth in the arrangement resolution, has been approved.
The adoption of the merger agreement pursuant to which, among other things, MLC Merger Sub shall be merged with and into Mount Logan , with Mount Logan as the surviving company, as more particularly set forth in the merger resolution, has been approved. The 2025 Omnibus Incentive Plan, as more particularly set forth in the 2025 Omnibus Incentive Plan resolution, has been approved. I would ask that the scrutineers compile the report regarding the full results of voting on all business matters, which results will be published on SEDAR and by press release following the meeting. I also direct that the report be annexed to the minutes of this meeting. The formal items of business, as set out in the notice of meeting, have now been dealt with. Unless there is any further business, I will terminate the meeting.
As there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded. As the formal portion of the meeting has now been concluded, we will now open up the floor for any questions shareholders may have. I ask that all registered shareholders and duly appointed proxy holders who would like to ask a question use the instant messaging feature of the virtual interface to do so. Those logged in as guests will be able to see any published questions, but will not be able to ask questions themselves. We will answer as many questions as time permits. When asking your question, please state your name and entity you represent, if any.
For each question we answer, we will summarize the question and read out loud the name of the person who asked such a question and, if applicable, the entity such person represents. We will now give registered shareholders and duly appointed proxy holders a moment to type their questions. Are there any questions?
No, there's no questions at this time.
Since there are no questions, this meeting will conclude. Thank you.