NOTICES OF SPECIAL MEETINGS AND JOINT MANAGEMENT INFORMATION CIRCULAR FOR SPECIAL MEETINGS OF THE HOLDERS OF COMMON SHARES OF LOGiQ ASSET MANAGEMENT INC., TO BE HELD ON NOVEMBER 10, 2017 AND 7.00% SENIOR UNSECURED CONVERTIBLE DEBENTURES DUE JUNE 30, 2021 OF LOGiQ ASSET MANAGEMENT INC., TO BE HELD ON NOVEMBER 10, 2017 with respect to the proposed DISPOSITION BY ITS OPERATING SUBSIDIARIES, LOGiQ ASSET MANAGEMENT LTD., LOGiQ CAPITAL PARTNERS INC. AND LOGiQ CAPITAL 2016, OF ALL OR SUBSTANTIALLY ALL THEIR RESPECTIVE ASSETS October 11, 2017 These materials are important and require your immediate attention. Please carefully read this joint management information circular, including its appendices, as it contains detailed information related to, among other things, the disposition by LOGiQ Asset Management Ltd., LOGiQ Capital Partners Inc. and LOGiQ Capital 2016 of the management agreements and related rights to retail investment funds currently managed by such entities. If you are in doubt as to how to deal with these materials or the matters they describe, please consult your financial, legal, income tax and/or professional advisors. If you have any questions or require more information, please contact LOGiQ Asset Management Inc. at 416-583-2300, toll free in North America at 1-800-513-3868, or email to ir@logiqasset.com.
October 11, 2017 Dear Shareholders and Debentureholders of LOGiQ Asset Management Inc., You are invited to attend special meetings (the Shareholder Meeting and the Debentureholder Meeting, respectively, and together, the Meetings ) of the holders (the Shareholders ) of common shares (the Shares ) in the capital of LOGiQ Asset Management Inc. (the Company ) and of holders (the Debentureholders and together with the Shareholders, the Securityholders ) of the Company s 7.00% senior unsecured convertible debentures due June 30, 2021 (the Debentures, and together with Shares, the Securities ). The Shareholder Meeting will be held at the offices of Blake, Cassels & Graydon LLP, 855-2nd Street S.W., Suite 3500, Bankers Hall East Tower, Calgary, Alberta, Canada, on Friday, November 10, 2017, at 10:00 a.m. (Calgary time) and the Debentureholder Meeting will be held at the offices of Blake, Cassels & Graydon LLP, Suite 4000 Commerce Court West, 199 Bay Street, Toronto, Ontario, Canada, on Friday, November 10, 2017 at 12:00 p.m. (Toronto time). If you cannot attend the Shareholder Meeting or the Debentureholder Meeting, as the case may be, please complete the enclosed applicable form of proxy or voting instruction form and submit it as soon as possible but in any event no later than November 8, 2017. On September 11, 2017, we entered into an agreement (the Transaction Agreement ) with Purpose Investments Inc. (the Purchaser ) pursuant to which, and subject to the terms and conditions thereof, the Purchaser agreed to acquire and the Company agreed to sell the asset management agreements and related assets relating to all of the retail investment funds (the Funds ) currently managed by LOGiQ Asset Management Ltd. ( LOGiQ Ltd. ), LOGiQ Capital Partners Inc. ( LOGiQ Capital Partners ) and LOGiQ Capital 2016 ( LOGiQ 2016 ), the Company s registered subsidiaries (the Transaction ). The Company has called the Shareholder Meeting for the Shareholders to consider a special resolution (the Shareholder Resolution ) to approve the Transaction. The Debentureholders are similarly being asked to consider and approve an extraordinary resolution (the Debentureholder Resolution ) to approve the Transaction at the Debentureholder Meeting. In the Debentureholder Resolution, Debentureholders are also being asked to approve amendments (the Debenture Amendments ) to the Indenture governing the Debentures (the Indenture ) which, if approved, would add an additional retraction right pursuant to which Debentureholders may require the Company to redeem their outstanding Debentures following completion of the Transaction, up to a maximum amount of $10,113,000 principal amount of Debentures so redeemed in the aggregate, at a price equal to par. In order to become effective: (i) the Shareholder Resolution must be approved by at least 66 2/3% of the votes cast by the Shareholders, either present in person or by proxy at the Shareholder Meeting; and (ii) the Debentureholder Resolution must be approved by a resolution passed by at least 66 2/3% of the votes cast by the Debentureholders, either present in person or by proxy at the Debentureholder Meeting. In addition to the Shareholder and Debentureholder approvals, completion of the Transaction is subject to
certain customary conditions, including all required securities regulatory approvals and the approval of the various Fund securityholders. Assuming that all of the conditions to the Transaction are satisfied, the Company expects the Transaction to be completed prior to the end of December, 2017 and the redemption of the Debentures pursuant to the terms of the Debenture Amendments completed prior to end of January 2018 for those Debentureholders who elect to have their Debentures so redeemed. Since the formation of the Company in December 2016 from the merger of Aston Hill Financial Inc. and Front Street Capital 2004, the Company has effectively operated two different investment management businesses: a retail investment management business, consisting of the manufacture and management of mutual funds, hedge funds and listed closed end funds (the Retail Funds Business ), and an institutional business, consisting of an institutional global sales business and an institutional investment management business (the Institutional Business ). The Company believes that the retail funds industry is experiencing massive change and ongoing consolidation, with scale (the amount of retail assets under management) being critical for the success of any fund management company. The level of Fund net redemptions in the year to date, and the lack of attractive and meaningful opportunities to grow retail assets through acquisitions, has led the Company to conclude that its best path forward would be to exit the Retail Funds Business. After careful consideration of the Transaction and the options available to the Company in lieu of undertaking the Transaction, the Board of Directors has unanimously recommended that the Shareholders vote FOR the Shareholder Resolution and that the Debentureholders vote FOR the Debentureholder Resolution so as to approve the Transaction. A key Shareholder of the Company, whose holdings represent approximately 28% of the outstanding Shares, has entered into a support agreement with the Company, pursuant to which it has agreed to vote its Shares in favour of the Shareholder Resolution. The accompanying notices of special meetings (the Notices of Special Meetings ) and joint management information circular (the Information Circular ) contain a detailed description of the Transaction and the Debenture Amendments, further reasons for the Transaction, and the Company s expectations for the future, and set forth the actions to be taken by you at the applicable Meeting. You should carefully consider all of the information in the applicable Notice of Special Meeting and the Management Information Circular dated October 11, 2017 and consult your financial, legal or other professional advisors if you require assistance. Your vote is important regardless of how many Securities you own. To ensure that your Securities will be represented at the relevant Meeting, whether or not you are personally able to attend, registered holders of Securities are asked to return the enclosed form of proxy, properly completed and signed, prior to the applicable times indicated on such forms of proxy on Wednesday, November 8, 2017 (or no later than 48 hours, excluding Saturdays, Sundays and holidays, before any reconvened meeting if a Meeting is adjourned or postponed) or vote by telephone or on the Internet. If you are a beneficial holder of Securities and have received these materials through your broker or intermediary, please complete and return the form of proxy, voting instruction form or other authorization provided to you by your broker or other intermediary (each of which may set an earlier deadline for the receipt of such materials) in accordance with the instructions provided. Sincerely, (Signed) Joseph C. Canavan Joseph C. Canavan President and Chief Executive Officer 2
LOGiQ ASSET MANAGEMENT INC. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that a special meeting (the Shareholder Meeting ) of the holders (the Shareholders ) of the common shares (the Shares ) of LOGiQ Asset Management Inc. (the Company ) will be held at the offices of Blake, Cassels & Graydon LLP, 855-2nd Street S.W., Suite 3500, Bankers Hall East Tower, Calgary, Alberta, Canada, on Friday, November 10, 2017, at 10:00 a.m. (Calgary time) for the following purposes: 1. to consider, and if deemed advisable, to approve, with or without variation, a special resolution (the Shareholder Resolution ), the full text of which is appended as Appendix A to the joint management information circular dated October 11, 2017 accompanying this Notice of Special Meeting of Shareholders (the Information Circular ), authorizing the sale by the Company to Purpose Investments Inc. (the Purchaser ) of the management agreements and related assets relating to all of the retail investment funds (the Funds ) currently managed by LOGiQ Asset Management Ltd. ( LOGiQ Ltd. ), LOGiQ Capital Partners Inc. ( LOGiQ Capital Partners ) and LOGiQ Capital 2016 ( LOGiQ 2016 ), the Company s registered subsidiaries (the Transaction ); and 2. to transact such further and other business as may properly be brought before the Shareholder Meeting or any adjournment(s) or postponement(s) thereof. The specific details of the matters proposed to be put before the Shareholder Meeting are set forth in the Information Circular, which forms part of this notice. The board of directors of the Company (the Board of Directors ) unanimously recommends that the Shareholders vote FOR the Shareholder Resolution. It is a condition to the completion of the Transaction that the Shareholder Resolution be approved at the Shareholder Meeting. The Shareholders are entitled to vote at the Shareholder Meeting in person or by proxy with each Share entitling the holder thereof to one vote at the Shareholder Meeting. The Board of Directors has fixed the close of business on October 4, 2017 as the record date (the Record Date ) for the determination of the Shareholders who will be entitled to receive notice of the Shareholder Meeting, or any adjournment(s) or postponement(s) thereof, and who will be entitled to vote at the Shareholder Meeting, or any adjournment(s) or postponement(s) thereof. Only those Shareholders whose names have been entered in the register of the Company as at the close of business on the Record Date will be entitled to receive notice of and vote at the Shareholder Meeting or any adjournment(s) or postponement(s) thereof. If you are a registered Shareholder, to ensure that your vote is recorded, please return the enclosed form of proxy, properly completed and duly signed, to the Company s transfer agent, Computershare Trust Company of Canada at its Toronto office located at 100 University Avenue, 9 th Floor, Toronto, Ontario, M5J 2Y1 or vote by telephone or on the Internet, in each case in accordance with the instructions included in the form of proxy, prior to 10:00 a.m. (Calgary time) on Wednesday, November 8, 2017 (or no later than 48 hours, excluding Saturdays, Sundays and holidays, before any reconvened meeting if the Shareholder Meeting is adjourned or postponed), whether or not you plan to attend the Shareholder Meeting. If you hold your Shares through a broker, investment dealer, bank, trust company or other intermediary, you should follow the instructions provided by your intermediary to ensure your vote is counted at the Shareholder Meeting. The voting rights attached to Shares represented by proxy in the enclosed form of proxy, voting instruction form or other authorization provided to you by your broker or other intermediary will be voted in accordance
with the instructions indicated thereon. If no instructions are given, the voting rights attached to such Shares will be voted FOR the Shareholder Resolution. The by-laws of the Company provide that the Shareholders present in person or by proxy, not being less than two in number and holding or representing not less than 25% of the issued Shares entitled to vote at the Shareholder Meeting, shall constitute a quorum for the Shareholder Meeting. If a quorum is not present in person or by proxy at the Shareholder Meeting, the Shareholder Meeting shall be adjourned to a date that is no more than 30 days after the originally scheduled date of the Shareholder Meeting and to such place and time as may be appointed by the Chairman at the Shareholders Meeting. At the adjourned meeting, the Shareholders present in person or by proxy shall constitute a quorum. Registered Shareholders have the right to dissent with respect to the Transaction and to be paid the fair value of their Shares in accordance with the provisions of Section 191 of the Business Corporations Act (Alberta). A Shareholder s right to dissent is more particularly described in the accompanying Information Circular. If you have any questions or require more information with regard to voting your Shares please contact the Company at 416-583-2300, toll free in North America at 1-800-513-3868, or email to ir@logiqasset.com. DATED at Toronto, Ontario as of the 11 th day of October, 2017. BY ORDER OF THE BOARD OF DIRECTORS (Signed) Joseph C. Canavan Joseph C. Canavan President and Chief Executive Officer 2
LOGiQ ASSET MANAGEMENT INC. NOTICE OF SPECIAL MEETING OF DEBENTUREHOLDERS NOTICE IS HEREBY GIVEN that a meeting (the Debentureholder Meeting ) of the holders (the Debentureholders ) of the 7.00% senior unsecured convertible debentures due June 30, 2021 (the Debentures ) of LOGiQ Asset Management Inc. (the Company ) will be held at the offices of Blake, Cassels & Graydon LLP, Suite 4000 Commerce Court West, 199 Bay Street, Toronto, Ontario, Canada, on Friday, November 10, 2017, at 12:00 p.m. (Toronto time) for the following purposes: 1. to consider and, if deemed advisable, to adopt, with or without variation, an extraordinary resolution (the Debentureholder Resolution ), the full text of which is appended as Appendix B to the joint management information circular dated October 11, 2017 (the Information Circular ) accompanying this Notice of Special Meeting of Debentureholders: (a) authorizing the sale by the Company to Purpose Investments Inc. (the Purchaser ) of the management agreements and related assets relating to all of the retail investment funds (the Funds ) currently managed by LOGiQ Asset Management Ltd. ( LOGiQ Ltd. ), LOGiQ Capital Partners Inc. ( LOGiQ Capital Partners ) and LOGiQ Capital 2016 ( LOGiQ 2016 ), the Company s registered subsidiaries (the Transaction ); and (b) approving an amendment to the amended and restated trust indenture dated December 8, 2016 (the Indenture ) between the Company and Computershare Trust Company of Canada (the Debenture Trustee ) in respect of the Debentures to, among other things, add an additional retraction right pursuant to which Debentureholders may require the Company to redeem their outstanding Debentures following completion of the Transaction, up to a maximum amount of $10,113,000 principal amount of Debentures so redeemed in the aggregate, at a price equal to par (the Debenture Amendments ); and 2. to transact such further or other business as may properly come before the Debentureholder Meeting or any adjournment(s) or postponement(s) thereof. The specific details of the matters proposed to be put before the Debentureholder Meeting are set forth in the Information Circular, which forms part of this notice. The board of directors of the Company (the Board of Directors ) unanimously recommends that the Debentureholders vote FOR the Debentureholder Resolution. It is a condition to the completion of the Transaction that the Debentureholder Resolution be approved at the Debentureholder Meeting. The Debentureholders are entitled to vote at the Debentureholder Meeting in person or by proxy with each Debenture entitling the holder thereof to one vote at the Debentureholder Meeting for each $1,000 principal amount of Debentures held. The Board of Directors has fixed the close of business on October 4, 2017 as the record date (the Record Date ) for the determination of the Debentureholders who will be entitled to receive notice of the Debentureholder Meeting, or any adjournment(s) or postponement(s) thereof, and that will be entitled to vote at the Debentureholder Meeting, or any adjournment(s) or postponement(s) thereof. Only the Debentureholders whose names have been entered in the register of the Company as at the close of business on the Record Date will be entitled to receive notice of and vote at the Debentureholder Meeting or any adjournment(s) or postponement(s) thereof. The Debentures have been issued in the form of a global book-entry only certificate registered in the name of CDS & Co. ( CDS ) and, as such, CDS is the sole registered Debentureholder. Only registered Debentureholders, or their duly appointed proxyholders, have the right to vote at the Debentureholder Meeting, or to appoint or revoke a proxy. However, CDS, or its duly appointed proxyholders, may only vote the
Debentures in accordance with instructions received from the beneficial Debentureholders. Beneficial Debentureholders as of the Record Date wishing to vote their Debentures at the Debentureholder Meeting must provide instructions to their broker or other intermediary through which they hold their Debentures in sufficient time to the deadline for depositing proxies, such deadline being 12:00 p.m. (Toronto time) on Wednesday, November 8, 2017 (or no later than 48 hours, excluding Saturdays, Sundays and holidays, before any reconvened meeting if the Debentureholder Meeting is adjourned or postponed) to permit their broker or other intermediary to instruct CDS, or its duly appointed proxyholders, as to how to vote their Debentures at the Debentureholder Meeting. The voting rights attached to the Debentures represented by proxy in the enclosed form of proxy, voting instruction form or other authorization provided to you by your broker or other intermediary will be voted in accordance with the instructions indicated thereon. If no instructions are given, the voting rights attached to such Debentures will be voted FOR the Debentureholder Resolution. The quorum requirements of the Indenture will be satisfied by the presence in person or by proxy of the Debentureholders representing at least 25% of the principal amount of Debentures outstanding on the date of the Debentureholder Meeting. If a quorum is not present in person or by proxy within 30 minutes after the time appointed for the Debentureholder Meeting, the Debentureholder Meeting shall be adjourned to such date, being not less than 14 and not more than 60 days following the Debentureholder Meeting as originally scheduled, and to such place and time as may be appointed by the chairman of the Debentureholder Meeting. Not less than 10 days notice shall be given of the time and place of such adjourned meeting. The Company shall provide such notice to the Debentureholders via news release and to the Debenture Trustee and to CDS in writing. At the adjourned meeting, the Debentureholders present in person or by proxy shall constitute a quorum. If you have any questions or require more information with regard to voting your Debentures please contact the Company 416-583-2300, toll free in North America at 1-800-513-3868, or email to ir@logiqasset.com. DATED at Toronto, Ontario as of the 11 th day of October, 2017. BY ORDER OF THE BOARD OF DIRECTORS (Signed) Joseph C. Canavan Joseph Canavan President and Chief Executive Officer 2
TABLE OF CONTENTS INTRODUCTION... 1 Information Contained in this Information Circular... 1 Confidentiality of Voting... 2 FORWARD LOOKING STATEMENTS... 2 SUMMARY... 4 Date and Time of the Meetings... 4 Record Date... 4 Voting of Proxies... 4 Purpose of the Meetings... 4 The Transaction... 5 Fairness Opinion... 6 Support Agreement... 6 Other Required Approvals... 6 GENERAL PROXY INFORMATION... 8 Solicitation of Proxies... 8 Record Date... 8 Voting of Proxies... 8 Appointment of Proxy... 9 Revocation of Proxies... 9 Advice to Beneficial Securityholders... 9 Quorum... 10 Voting Shares and Principal Holders Thereof... 11 Debentures... 11 BACKGROUND TO THE TRANSACTION... 11 THE TRANSACTION... 12 The Transaction Agreement... 12 Fairness Opinion... 16 Credentials of Canaccord Genuity... 16 Independence of Canaccord Genuity... 16 Conclusion... 17 Regulatory Matters... 17 Shareholder Rights... 18 Debentureholder Rights... 20 ADDITIONAL INFORMATION CONCERNING THE COMPANY... 21 Remaining Business... 21 Use of Proceeds... 22 Interest of Informed Persons in Material Transactions... 22 Additional information... 22 INFORMATION CONCERNING THE PURCHASER... 23 LEGAL MATTERS... 23 DIRECTORS APPROVAL... 23 APPENDIX A SHAREHOLDER RESOLUTION... A-1 APPENDIX B DEBENTUREHOLDER RESOLUTION... B-1 APPENDIX C DISSENT RIGHTS... C-1 APPENDIX D FAIRNESS OPINION... D-1 APPENDIX E DEBENTURE AMENDMENTS... E-1 (i)
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LOGiQ ASSET MANAGEMENT INC. JOINT INFORMATION CIRCULAR October 11, 2017 INTRODUCTION This joint management information circular (the Information Circular ) is furnished in connection with the solicitation of proxies by the management of LOGiQ Asset Management Inc. (the Company ) for use at a special meeting (the Shareholder Meeting ) of holders of common shares (the Shares ) of the Company (the Shareholders ) to be held at the offices of Blake, Cassels & Graydon LLP, 855-2nd Street S.W., Suite 3500, Bankers Hall East Tower, Calgary, Alberta, Canada, on Friday, November 10, 2017, at 10:00 a.m. (Calgary time) and at a special meeting (the Debentureholder Meeting, and together with the Shareholder Meeting, the Meetings ) of the holders (the Debentureholders, and together with the Shareholders, the Securityholders ) of the 7.00% senior unsecured convertible debentures due June 30, 2021 (the Debentures, and together with Shares, the Securities ) at the offices of Blake, Cassels & Graydon LLP, Suite 4000 Commerce Court West, 199 Bay Street, Toronto, Ontario, Canada, on Friday, November 10, 2017 at 12:00 p.m. (Toronto time), for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders and Notice of Special Meeting of Debentureholders (together, the Notices of Special Meetings ), as applicable. Information Contained in this Information Circular The information contained in this Information Circular is given as at September 30, 2017, except where otherwise noted. No person has been authorized to give any information or to make any representation in connection with the Transaction and other matters described herein other than those contained in this Information Circular and, if given or made, any such information or representation should be considered not to have been authorized by the Company. This Information Circular does not constitute the solicitation of an offer to purchase, or the making of an offer to sell, any Securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation or offer is not authorized or in which the person making such solicitation or offer is not qualified to do so or to any person to whom it is unlawful to make such solicitation or offer. Information contained in this Information Circular should not be construed as legal, tax or financial advice and Securityholders are urged to consult their own professional advisors in connection therewith. The description in this Information Circular of the terms of the Transaction Agreement (as defined herein) is a summary only. The Shareholders and Debentureholders should refer to the full text of the Transaction Agreement for complete details of the same, which has been posted for public access under the Company s SEDAR profile at www.sedar.com.
Confidentiality of Voting Proxies will be counted and tabulated in such a manner as to preserve the confidentiality of your voting instructions, except: (a) where you make a written comment on the proxy form or otherwise clearly indicate that you wish to communicate your position to management; (b) as necessary to meet the requirements of applicable law or regulatory authorities; or (c) in the event of a proxy contest. FORWARD LOOKING STATEMENTS This Information Circular contains forward-looking statements and forward-looking information within the meaning of the applicable Canadian securities legislation (forward-looking information and forward-looking statements being collectively referred to as forward-looking statements ), that are based on expectations, estimates and projections as at the date of this Information Circular. These forward-looking statements include (but are not limited to) statements and information concerning the Transaction; the intentions, plans and future actions of the Company; the timing for the implementation of the Transaction the potential benefits of the Transaction; the likelihood of obtaining regulatory and other approvals; statements relating to the business and future activities of the Company after the date of this Information Circular, including the ability of the Company to finance the retraction right to be provided to Debentureholders and thereafter the Company s ongoing operations, depending upon the extent to which Debentureholders exercise such right; Shareholder approval and Debentureholder approval; and other statements that are not historical facts. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as expects, or does not expect, is expected, anticipates or does not anticipate, plans, budget, scheduled, forecasts, estimates, believes or intends or variations of such words and phrases or stating that certain actions, events or results may or could, would, might or will be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements and are intended to identify forward-looking statements. These forward-looking statements are based on the beliefs of the Company s management, as well as on assumptions and other factors, which management believes to be reasonable based on information available at the time such statements were made. Such assumptions include, among other things, the satisfaction of the terms and conditions of the Transaction. By their nature, forward-looking statements are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forwardlooking statements. Forward-looking statements are subject to a variety of risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation: the Transaction Agreement may be terminated in certain circumstances; risks relating to the inability of the Company and the Purchaser to obtain approval from the applicable securities regulatory authorities; the possibility of the Shares or Debentures being delisted by the Toronto Stock Exchange ( TSX ); risks relating to the Company s restructuring costs; risks related to factors beyond the control of the Company; risks that other conditions to the consummation of the Transaction are not satisfied; risk the market prices of Shares or Debentures decline; and risk relating to fund redemptions prior to maturity date; as well as those risk factors discussed or referred to in the Company s annual and most recent quarterly Management s Discussion and Analysis as filed with the securities regulators in certain provinces of Canada and copies of which are posted for public access under the Company s SEDAR profile at 2
www.sedar.com. This list is not exhaustive of the factors that may affect the accuracy of any of the forward-looking statements of the Company. Forward-looking statements are statements about the future and are inherently uncertain. There can be no assurance that the forward-looking statements will prove to be accurate, or that the expectations, estimates and projections upon which these forward-looking statements are based will occur. Actual results could differ materially from those reflected in the forward-looking statements as a result of, among other things, the matters set out in this Information Circular generally and economic and business factors, some of which may be beyond the control of the Company. The Company expressly disclaims any intention or obligation to update or revise any information contained in this Information Circular (including forward-looking statements) except as required by applicable laws, and Securityholders should not assume that any lack of update to information contained in this Information Circular means that there has been no change in that information since the date of this Information Circular and should not place undue reliance on forward-looking statements. 3
SUMMARY The following is a summary of certain information contained in this Information Circular, including its appendices. This summary is not intended to be complete and is qualified in its entirety by the more detailed information contained elsewhere in this Information Circular, including its appendices. Securityholders are urged to read this Information Circular and its appendices carefully and in their entirety. Date and Time of the Meetings The Shareholder Meeting will be held at the offices of Blake, Cassels & Graydon LLP, 855-2nd Street S.W., Suite 3500, Bankers Hall East Tower, Calgary, Alberta, Canada, on Friday, November 10, 2017 at 10:00 a.m. (Calgary time). The Debentureholder Meeting will be held at the offices of Blake, Cassels & Graydon LLP, Suite 4000 Commerce Court West, 199 Bay Street, Toronto, Ontario, Canada, on Friday, November 10, 2017 at 12:00 p.m. (Toronto time). Record Date The record date for the purpose of determining Securityholders entitled to receive notice of and vote at the relevant Meeting is at the close of business on October 4, 2017. See General Proxy Information Record Date. Voting of Proxies If you are a registered Securityholder, to ensure that your vote is recorded, please return the enclosed form of proxy, properly completed and duly signed, to the Company s transfer agent, Computershare Trust Company of Canada, at its Toronto office located at 100 University Avenue, 9 th Floor, Toronto, Ontario, M5J 2Y1 or vote by telephone or on the Internet, in each case in accordance with the instructions included in the form of proxy, prior to 10:00 a.m. (Calgary time) on Wednesday, November 8, 2017 in the case of the Shareholder Meeting or prior to 12:00 p.m. (Toronto time) on Wednesday, November 8, 2017 in the case of the Debentureholder Meeting (or no later than 48 hours, excluding Saturdays, Sundays and holidays, before any reconvened meeting if the relevant Meeting is adjourned or postponed), whether or not you plan to attend the relevant Meeting. If you are a Beneficial Securityholder and have received these materials through your broker or other intermediary, please complete and return the form of proxy, voting instruction form or other authorization provided to you by your broker or other intermediary (each of which may set an earlier deadline for the receipt of such materials) in accordance with the instructions provided. See General Proxy Information. Purpose of the Meetings Since the formation of the Company in December 2016 from the merger of Aston Hill Financial Inc. and Front Street Capital 2004, the Company has effectively operated two different investment management businesses: a retail investment management business, consisting of the manufacture and management of both mutual funds, hedge funds and listed closed end funds (the Retail Funds Business ), and an institutional business, consisting of an institutional global sales business (the Institutional Sales Business ) and an institutional investment management business (the Institutional Investment Management Business, and with the Institutional Sales Business, the Institutional Business ). See Additional Information Concerning the Company. 4
On September 11, 2017, the Company entered into the Transaction Agreement pursuant to which, and subject to the terms and conditions thereof, Purpose Investments Inc. (the Purchaser ) agreed to acquire and the Company agreed to sell the management agreements and related assets relating to all of the retail investment funds (the Funds ) currently managed by LOGiQ Asset Management Ltd. ( LOGiQ Ltd. ), LOGiQ Capital Partners Inc. ( LOGiQ Capital Partners ) and LOGiQ Capital 2016 ( LOGiQ 2016 and together with LOGiQ Ltd. and LOGiQ Capital Partners, the LOGiQ Registrants ) (the Transaction ). The Transaction thus represents the sale of the Company s entire Retail Funds Business to the Purchaser. The Purchaser is an employee-owned Canadian investment firm with approximately $3.4 billion of assets under management. The Purchaser offers exchange traded funds, mutual funds and closed end funds, and is dedicated to enhancing the quality of investment funds offered to Canadians. See Information Concerning the Purchaser. The Company has called the Shareholder Meeting for the Shareholders to consider a special resolution to approve the Transaction (the Shareholder Resolution ), a copy of which is set out at Appendix A. To be effective, the Shareholder Resolution must be approved by at least 66 2/3% of the votes cast in respect thereof by the Shareholders, either present in person or by proxy, at the Shareholder Meeting. Registered Shareholders have the right to dissent with respect to the Transaction and to be paid the fair value of their Shares in accordance with the provisions of Section 191 of the Business Corporations Act (Alberta) (the ABCA ), the text of which is set out at Appendix C. See The Transaction Shareholder Rights. The Debentureholders are similarly being asked to consider and approve an extraordinary resolution to approve the Transaction (the Debentureholder Resolution ) at the Debentureholder Meeting. A copy of the Debentureholder Resolution is attached at Appendix B. In the Debentureholder Resolution, Debentureholders are also being asked to approve an amendment to the Debentures which, if approved, will add an additional retraction right pursuant to which Debentureholders may require the Company to redeem their outstanding Debentures following completion of the Transaction, up to a maximum amount of $10,113,000 principal amount of Debentures so redeemed in the aggregate, at a price equal to $1,000 for each $1,000 principal amount of Debentures tendered for retraction (the Debenture Amendments ). The text of the proposed Debenture Amendments is set out as Appendix E to this Circular. To be effective, the Debentureholder Resolution must be approved by at least 66 2/3% of the votes cast by the Debentureholders, either present in person or by proxy, at the Debentureholder Meeting. The Transaction Background to and Reasons for the Transaction The Company believes that the retail funds industry is experiencing massive change and ongoing consolidation, with scale (the amount of retail assets under management) being critical for the success of any fund management company. The level of Fund net redemptions in the year to date, and the lack of attractive and meaningful opportunities to grow retail assets through acquisitions, has led the Company to conclude that its best path forward would be to exit the Retail Funds Business. The Company initially considered alternative structures, including ones in which the Company would receive a perpetual revenue stream from the Fund contracts which would be managed by others, thus allowing the Company to restructure its costs (no longer requiring those employees whose sole responsibility was the management of the Funds), and also considered and approached potential alternative purchasers under an outright sale structure. On July 14, 2017, the Purchaser provided an initial offer to purchase the Retail Funds Business from the Company. In response to this, the board of directors of the Company (the Board of Directors ) on July 18, 5
2017 formed a special committee of the Board of Directors (the Special Committee ) to consider such offer and alternative structures and alternative counterparties, and Canaccord Genuity Corp. ( Canaccord Genuity ) was engaged to act as the financial advisor to the Company and the Special Committee and provide assistance in this review process. On July 24, 2017, the Company entered into a non-binding letter of intent with the Purchaser and a binding exclusivity agreement, pursuant to which the Company agreed to work exclusively with the Purchaser in an effort to complete a legal agreement in respect of the Transaction. Such exclusivity period initially ran until August 11, 2017 but was extended until August 24, 2017 and further extended on agreement of the parties to September 1, 2017. As noted above, the Transaction Agreement was entered into on September 11, 2017, having been approved by the Board of Directors upon the recommendation of the Special Committee at meetings held on September 7, 2017. The Transaction and the provisions of the Transaction Agreement are thus the result of arm s length negotiations conducted among representatives of the Company and the Purchaser and their respective legal advisors and, in the case of the Company, its financial advisors. Recommendations of the Special Committee As discussed under Background to the Transaction and the Debenture Amendments, the Board of Directors formed the Special Committee of its independent members to review the Transaction, among other matters. The Special Committee, having considered the advice of its financial advisors and taken into account such matters it considered relevant, recommended that the Board of Directors approve the Transaction and the Special Committee unanimously recommends that the Shareholders vote FOR the Shareholder Resolution and the Debentureholders vote FOR the Debentureholder Resolution. Fairness Opinion Canaccord Genuity delivered an oral fairness opinion to the Special Committee and the Board of Directors at their respective meetings held on September 7, 2017 to consider the Transaction. Canaccord Genuity subsequently delivered to the Board of Directors a written opinion, a copy of which is attached to this Circular as Appendix D. See The Transaction Fairness Opinion. Support Agreement On September 11, 2017, a key Shareholder of the Company, holding approximately 28% of the issued and outstanding Shares, entered into agreement (the Support Agreement ) with the Company which sets forth, among other things, the agreement of such Shareholder to vote its Shares for the Shareholder Resolution. See The Transaction Support Agreement. Other Required Approvals The Transaction is subject to the approval of the securities regulatory authorities with which the Purchaser is registered, because the Purchaser is acquiring a substantial part of the business of LOGiQ Ltd. and LOGiQ 2016 and 10% or more of the shares of LOGiQ Capital Partners. The change of manager of the Funds and the Fund mergers which will result from the completion of the Transaction also require the approval of the securities regulatory authorities of the jurisdictions in Canada in which the Funds are reporting issuers. Such changes of manager or Fund mergers also require the approval of the securityholders of the Funds. The Debenture Amendments require the approval of the TSX, as the Debentures are listed on the TSX. See The Transaction Regulatory Matters Securities Regulatory Approvals, The Transaction Regulatory Matters Stock Exchange Approvals and The Transaction Regulatory Matters Fund Securityholder Approvals. 6
Recommendation of the Board of Directors After careful consideration of the Transaction and the options available to the Company in lieu of undertaking the Transaction, the Board of Directors has unanimously recommended that the Shareholders vote FOR the Shareholder Resolution and that the Debentureholders vote FOR the Debentureholder Resolution so as to approve the Transaction. See The Transaction Recommendations of the Special Committee and the Board of Directors. 7
GENERAL PROXY INFORMATION Solicitation of Proxies This Information Circular is furnished in connection with the solicitation of proxies from Securityholders by and on behalf of the management of the Company and the Board of Directors. The accompanying forms of proxy or voting instruction forms are for use at the relevant Meeting for the purposes set forth in the accompanying Notice of Special Meetings, as applicable, or any adjournment(s) or postponement(s) thereof and as more particularly described below. Although it is expected that the solicitation of proxies by management will be primarily by mail, proxies may also be solicited personally, by email or by telephone by directors or officers of the Company. The Company will be sending all of its proxy solicitation materials to non-objecting beneficial holders directly, and will pay to forward proxy solicitation materials indirectly to all objecting beneficial owners. The Company will not be sending any of its materials using notice-and-access. The cost of any such solicitation will be borne by the Company. Record Date The record date for the purpose of determining Securityholders entitled to receive notice of and vote at the relevant Meeting is at the close of business on October 4, 2017 (the Record Date ). Securityholders of record at the close of business on the Record Date are entitled to vote their Shares or their Debentures, as applicable, at the relevant Meeting on the basis of one vote for each Share and one vote per every $1,000 principal amount of the Debentures held, as applicable, except to the extent that, (i) the holder transfers his or her Shares or the Debentures after the close of business on the Record Date, and (ii) such transferee, at least 10 days prior to the relevant Meeting, produces properly endorsed share certificates to the Corporate Secretary of the Company or Computershare Trust Company of Canada or otherwise establishes his or her ownership of Shares or the Debentures, in which case the transferee may vote those Shares or the Debentures. Voting of Proxies Securities represented at the relevant Meeting by properly executed forms of proxies will be voted on any poll at such Meeting, as applicable, and where a choice with respect to any matter to be acted upon has been specified, Securities represented by the appropriate form of proxy will be voted in accordance with such specifications. In the absence of any such specifications, the management proxyholders, if named as proxy, will vote FOR all the matters set out herein. The enclosed form of proxy confers discretionary authority upon the management proxyholders, or other persons named in the form of proxy, with respect to amendments to or variations of matters identified in the Notices of Special Meetings and any other matters which may properly come before the Meetings. At the date of this Information Circular, the Company is not aware of any amendments to, or variations of, or other matters which may come before the Meetings. In the event that other matters come before the Meetings, then the management proxyholders intend to vote in accordance with the judgment of the management proxyholders. Proxies, to be valid, must be deposited at the office of Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, or voted by telephone or on the Internet, in each case in accordance with the instructions included in the form of proxy, by not later than 10:00 a.m. (Calgary time) on Wednesday, November 8, 2017 in the case of the Shareholder Meeting or by not later than 12:00 p.m. (Toronto time) on Wednesday, November 8, 2017 in the case of the Debentureholder Meeting 8
or, in the case of adjournment(s) or postponement(s) thereof, no later than 48 hours, excluding Saturdays, Sundays and holidays, before the time of the relevant Meeting or any further adjournment(s) or postponement(s) thereof. Appointment of Proxy A Securityholder has the right to designate a person or company (who need not be a Securityholder) to represent Securityholder at the relevant Meeting other than Mr. Joe Canavan (President and Chief Executive Officer) or Ms. Mary Anne Palangio (Chief Financial Officer). Such right may be exercised by inserting in the blank space provided on the form of proxy, the name of the person to be designated and deleting or crossing out therefrom the names of the management proxyholders or by completing another proper form of proxy and, in either case, depositing the form of proxy with Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, no later than 48 hours, excluding Saturdays, Sundays and holidays, before the time of the relevant Meeting or any further adjournment(s) or postponement(s) thereof. Revocation of Proxies A Securityholder who has given a proxy may revoke it as to any matter upon which a vote has not already been cast. A form of proxy may be revoked by either executing a form of proxy bearing a later date or by executing an instrument in writing stating Securityholder s intention to revoke, either of the foregoing to be executed by Securityholder or by his or her authorized attorney in writing, or, if a Securityholder is a company, under its corporate seal by an officer or attorney thereof duly authorized. To have any form of proxy bearing a later date validly voted at the relevant Meeting, such form of proxy must be deposited at the office of Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, by not later than 10:00 a.m. (Calgary time) on Wednesday, November 8, 2017 in the case of the Shareholder Meeting or by not later than 12:00 p.m. (Toronto time) on Wednesday, November 8, 2017 in the case of the Debentureholder Meeting or, in the case of an adjournment or postponement of a relevant Meeting, no later than 48 hours, excluding Saturdays, Sundays and holidays, before the time of the adjourned or postponed Meeting. To be valid, a revocation may be deposited at any time up to and including the last business day preceding the date of the relevant Meeting or any adjournment(s) or postponement(s) thereof at which the proxy is to be used or by depositing the revocation of proxy with the chairman of the relevant Meeting on the day of the relevant Meeting, or any adjournment(s) or postponement(s) thereof, or in any other matter permitted by law. In addition, a proxy may be revoked by Securityholder personally attending at the relevant Meeting and voting at such Meeting. Advice to Beneficial Securityholders The information set forth in this section is of significant importance to Securityholders, as a substantial number of Securityholders do not hold Securities in their own name. Securityholders who do not hold their Securities in their own name (referred to in this Information Circular as Beneficial Securityholders ) should note that only proxies deposited by Securityholders whose names appear on the records of the Company as the registered holders of Securities can be recognized and acted upon at the relevant Meeting. If Securities are listed in an account statement provided to a Securityholder by a broker, then, in almost all cases, those Securities will not be registered in Securityholder s name on the records of the Company. Such Securities will more likely be registered under the name of Securityholder s broker or an agent of that broker. In Canada, the vast majority of such securities are registered under the name of CDS & Co. ( CDS ), which acts as depositary for many Canadian brokerage firms. Securities held by brokers or their agents or nominees 9
can only be voted upon the instructions of the Beneficial Securityholder. Without specific instructions, a broker and its agents and nominees are prohibited from voting securities for the broker's clients. Therefore, Beneficial Securityholders should ensure that instructions respecting the voting of their Securities are communicated to the appropriate person. Applicable regulatory rules require intermediaries/brokers to seek voting instructions from Beneficial Securityholders in advance of each Meeting. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Securityholders in order to ensure that their Securities are voted at the relevant Meeting. Often, the voting instruction form supplied to a Beneficial Securityholder by its broker (or the agent of the broker) is identical to the form of proxy provided to registered Securityholders. However, its purpose is limited to instructing the registered Securityholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Securityholder. Many brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications Solutions ( Broadridge ). Broadridge typically applies a special sticker to the proxy forms, mails those forms to the Beneficial Securityholders and asks Beneficial Securityholders to return the voting instruction forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of securities to be represented at a meeting. A Beneficial Securityholder receiving a voting instruction form with a Broadridge sticker on it or who otherwise receives a voting instruction form from an intermediary/broker cannot use that voting instruction form to vote their Securities directly at the applicable Meeting. The voting instruction form must be completed and returned to the applicable intermediary/broker in accordance with the specific instructions set out thereon and should be completed and returned well in advance of the relevant Meeting in order to ensure that Securities of the Beneficial Securityholder are voted at the applicable Meeting. Although a Beneficial Securityholder may not be recognized directly at the applicable Meeting for the purposes of voting Securities registered in the name of his or her intermediary/broker (or an agent thereof), a Beneficial Securityholder may attend at the applicable Meeting as proxyholder for the registered Securityholder and vote Securities in person in that capacity. Beneficial Securityholders who wish to attend the Meeting and indirectly vote their Securities in person as proxyholder for the registered Securityholder, should enter their own names in the blank space on the voting instruction form provided to them and return the same to their intermediary/broker (or the agent thereof) in accordance with the instructions provided by such intermediary/broker (or agent), well in advance of the relevant Meeting. Quorum The by-laws of the Company provide that the Shareholders present in person or by proxy, not being less than two in number and holding or representing not less than 25% of the issued Shares entitled to vote at the Shareholder Meeting, shall constitute a quorum for the Shareholder Meeting. If a quorum is not present in person or by proxy at the Shareholder Meeting, the Shareholder Meeting shall be adjourned to a date that is no more than 30 days after the originally scheduled date of the Shareholder Meeting and to such place and time as may be appointed by the Chairman at the Shareholders Meeting. At the adjourned meeting, the Shareholders present in person or by proxy shall constitute a quorum. Under the Indenture, the quorum necessary for the transaction of business at the Debentureholder Meeting consists of the Debentureholders present in person or by proxy and representing not less than 25% in principal amount of the outstanding Debentures. If a quorum is not present in person or by proxy within 30 minutes after the time appointed for the Debentureholder Meeting, the Debentureholder Meeting shall be adjourned to such date, being not less than 14 and not more than 60 days after the originally scheduled date of the Debentureholder Meeting, and to such place and time as may be appointed by the chairman of the Debentureholder Meeting. Not less than 10 days notice shall be given of the time and place of such adjourned meeting. The Company shall provide such notice to the Debentureholders via news release and to the 10