Echelon Financial Holdings and CAA Club Group Announce Closing of Sale of Echelon Insurance

MISSISSAUGA, ON and RICHMOND HILL, ON, May 31, 2019

The net proceeds to EFH (after adjustments and expenses) was approximately C$166 million, which includes C$12 million that will be held in escrow for the next 30 days while EFH and CAA review and confirm the calculation of regulatory MCT at closing (which EFH has committed will be at least 220%). In the event that the MCT Ratio is less than 220%, monies held in the escrow account will be used to bring the MCT ratio to 220%.

Additional details are available in the Information Circular published by EFH on December 21, 2018.

Advisors

National Bank Financial Inc. acted as the exclusive financial advisor to Echelon Financial Holdings in connection with the strategic review process conducted by EFH's Special Committee and the Sale Transaction. National Bank Financial Inc. and Blair Franklin Capital Partners provided opinions to EFH's board of directors and EFH's Special Committee, respectively, that the consideration pursuant to the Sale Transaction is fair, from a financial point of view, to EFH. Graham Gow and McCarthy Tétrault LLP acted as legal advisor to EFH. Cassels Brock & Blackwell LLP acted as insurance regulatory counsel to EFH. Stikeman Elliott LLP acted as legal advisor to CAA Club Group.

Cautionary Note Regarding Forward-Looking Information

This news release contains forward-looking information. Such forward-looking information involves numerous assumptions, risks, uncertainties and other factors that could cause actual events to differ materially from those expressed or implied by such forward-looking information. All information, other than statements of historical fact, is forward-looking information. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking information.