Odd Burger — M&A Activity 2025

Jan 31, 2025

Form 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of the Issuer

Mount Logan Capital Inc. (the “Company” or “Mount Logan”)
650 Madison Avenue, 3rd Floor
New York, New York
10022

1. Date of Material Change

January 30, 2025.

1. News Release

On January 30, 2025, a news release in respect of the material change was disseminated through the facilities of GlobeNewswire and subsequently filed on the System for Electronic Document Analysis and Retrieval (SEDAR+).

1. Summary of Material Change

On January 30, 2025, the Company indirectly acquired, through certain subsidiary entities, a minority investment in Runway Growth Capital LLC (“Runway”) through the issuance of common shares in the capital stock of the Company having an aggregate dollar value equal to US$5,000,000.

The remaining stake of Runway was purchased by BCP Special Opportunities Fund III (“SOF III”), for cash consideration paid on the Closing Date.

Runway is a private markets alternative asset manager focused on underwriting debt investments to late-stage venture growth companies and is an SEC registered investment adviser, managing approximately $1.4 billion in private credit assets.

1. Full Description of Material Change

On October 31, 2024, RGC Group Acquisition LLC (“Merger Parent”) entered into an agreement and plan of merger with, inter alia, Runway and RGC Group Merger Sub LLC (“Merger Sub”), pursuant to which, on January 30, 2025:

a. in exchange for the merger consideration comprised of: (i) cash to be funded by SOF III, a Cayman Islands limited partnership managed by BC Partners Advisors L.P.; and (ii) common shares in the capital stock of the Company having an aggregate dollar value equal to US$5,000,000 paid by the Company and issued to the Runway Sellers (defined below) (collectively, the “Merger Consideration”), Merger Sub merged with and into Runway under the Delaware Limited Liability Company Act, with Runway surviving the merger as a wholly-owned subsidiary of Merger Parent; and

b. Merger Parent acquired all of the issued and outstanding capital stock of Runway Management Services for nominal consideration from the principals thereof;

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(collectively, the "Acquisition").

In connection with the Purchase Agreement, on October 31, 2024, the Company and SOF III entered into an equity commitment letter with Merger Parent, pursuant to which they committed to provide their allocation of an equity investment in Merger Parent sufficient for Merger Parent to pay the Merger Consideration and all other amounts required to be paid by Merger Parent in connection with the Acquisition, subject to customary closing conditions of the Acquisition.

On the January 30, 2025, pursuant to the Purchase Agreement and in partial satisfaction of the Merger Consideration (but, for greater certainty, the complete allocation of the Merger Consideration payable by the Company), the Company issued to all selling members of Runway but one (the "Runway Sellers") common shares in the capital of the Company having an aggregate dollar value equal to US$5,000,000, issued at a price per share equal to C$2.67.

The Purchase Agreement includes a customary post-closing adjustment to the cash portion of the Merger Consideration.

1. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

1. Omitted Information

Not applicable.

1. Executive Officer

Nikita Klassen
Chief Financial Officer
Telephone: 917-847-4380
Email: Nikita.Klassen@bcpartners.com

1. Date of Report

January 31, 2025.