The HGC Arbitrage Fund

Extremely Focused. Uniquely Disciplined. April 2020

HGC Investment Management

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About HGC Arbitrage Fund

About HGC Investment Management

▪ The HGC Arbitrage Fund is an Arbitrage strategy that has assets in excess of $500 million and specializes in the

North American small and mid-cap market.

▪ Strategies within the Fund include Special Purpose Acquisition Corporations (SPAC), Traditional Merger Arbitrage,

and Subscription Receipt Arbitrage.

▪ The Fund seeks to provide a low volatility return profile while producing superior risk adjusted returns.

▪ The Fund has a +6 year track record with 4 negative months since inception.

▪ Target return of 6-8% net of fees over a period of time.

▪ Recent winner of the best 5 year, 3 year, and 1 year Return and best 5 year and 3 year Sharpe Ratio in the Market

Neutral category at the 2019 Canadian Hedge Fund Awards.

▪ HGC Investment Management Inc. ("HGC") is an employee-owned, alternative asset management firm based in

Toronto. The Manager believes that hedge funds should have narrow mandates for investor clarity, produce

uncorrelated returns to the market, have a low level of volatility and a high degree of liquidity. These investor-friendly

characteristics are the hallmark of HGC.

▪ HGC is registered with the Ontario Securities Commission as a portfolio manager, exempt market dealer and

investment manager.

Inception Date: June 12, 2013 – Net of all fees

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Performance

* Performance returns for 2013-2014 are of the lead series of Class A units

++ 2015 – Present. Performance returns are of the lead series of Class F units

** Inception June 12, 2013

*** S&P/TSX Comp Total Return Index - The TSX Total Return Index is a widely-known equity index of Canadian large-cap companies. Investing in US and Canadian equities long and short is the primary strategy for HGC as

part of the merger arbitrage strategy but HGC does not invest in all or necessarily any of the securities that compose the market indexes. Reference to the indexes does not imply that HGC will achieve returns similar to the

indexes.”

**** Hedge Fund Research Inc. : Merger Arbitrage Index - Performance is subject to minor variances due to independent Manager trailing reporting+ Please see disclaimer at end of presentation for further information on performance.

HGC vs. TSX Total Return – Growth of $10,000

YEAR JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC YTD * INCEP**

HGC LP ++ 2020 2.88% 0.64% -4.82% 2.31% 0.83% 115.49%

HGC LP++ 2019 1.52% 0.61% 0.90% 0.71% 0.81% 0.56% 0.46% 0.18% 0.35% 0.38% 0.67% 1.52% 9.02%

HGC LP++ 2018 0.90% 0.96% 0.67% 0.50% 0.57% 0.47% 1.28% 0.68% 0.46% 0.21% 0.46% 0.14% 7.55%

HGC LP++ 2017 0.56% 0.51% 0.46% 0.51% 0.61% 0.88% 0.49% 0.60% 1.07% 0.12% -0.42% 0.54% 6.09%

HGC LP++ 2016 1.67% 1.19% 1.32% 0.43% 1.56% 0.64% 1.13% 0.96% 0.46% 0.46% 0.88% 1.50% 12.90%

HGC LP++ 2015 0.71% 1.14% 1.59% 0.09% 1.14% 0.58% 0.11% 0.47% 0.28% 0.79% 0.26% 0.61% 8.03%

HGC LP 2014 0.54% 3.19% 7.14% 1.97% 3.68% 2.95% 1.75% 0.30% 1.28% -0.11% 1.19% -0.59% 25.66%

HGC LP 2013 0.52% 0.39% 1.09% 1.23% 4.29% 1.19% 2.86% 12.10%

HFRI**** 2020 -0.09% -1.36% -8.84% 5.93% -4.83% 22.69%

TSX *** 2020 1.74% -5.90% -17.38% 10.79% -12.36% 44.14%

9,000.00

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HGC Arbitrage Fund LP S&P/ TSX TR

Special Purpose Acquisition Corp.

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Overview

▪ On April 12, 2017 Forum Merger Corporation (FMCI) announced the completion of a $150 Million dollar IPO, issuing units

consisting of one common shares, ½ warrant, and one right, priced at $10.00.

▪ On May 2, 2017 the units were able to be split into there respective parts. Holders of units were able to split the unit and

receive 1 common shares, ½ warrant and 1 right.

▪ FMCI had 24 months to bring shareholders a deal to which shareholders had the right to participate as shareholders of the

operating company, or the right to redeem their shares for cash ($10.10 plus accumulated interest). Proceeds from the IPO

issuance are held in a trust and invested in US Treasury Bills.

▪ HGC split the unit and simultaneously sold warrants at a price of $0.37 and rights at a price of $0.38. By selling the parts of the

unit, HGC was able to recreate the purchase of FMCI common at a purchase price of $9.44 representing a base case return of

just under 4% annualized, in addition to the interest accruing in the trust.

▪ On December 1, 2017 FMCI announced their qualifying transaction to combine with ConvergeOne in a $1.2 billion business

combination. This transaction closed on February 23, 2018, over a year earlier than the allotted time period given to FMCI

earning the fund an annualized return of 8.6%. Shares were redeemed at $10.15.

Case Study: Forum Merger Corporation

$9.30

$9.40

$9.50

$9.60

$9.70

$9.80

$9.90

$10.00

$10.10

$10.20

May/2017 Jun/2017 Jul/2017 Aug/2017 Sep/2017 Oct/2017 Nov/2017 Dec/2017 Jan/2018 Feb/2018

Effective Purchase Price

Special Purpose Acquisition Corp.

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Overview

▪ On September 11, 2018 Churchill Capital Corp. (CCC) announced the completion of a $690 Million dollar IPO, issuing units

consisting of one common shares and 1/2 warrant, priced at $10.00.

▪ CCC had 24 months to bring shareholders a deal, to which holders have the right to participate as shareholders of the

operating company, or the right to redeem their shares for cash ($10.00 plus accumulated interest). Proceeds from the IPO

issuance are held in a trust and invested in US Treasury Bills.

▪ This structure essentially provided an option with a base case return of 2-3% annualized with optionality to be much higher on

an attractive acquisition.

▪ On January 14, 2019 CCC announced their qualifying transaction to combine Clarivate Analytics in a $4.2 Billion business

combination.

▪ At transaction closing on May 13, 2019 CCC shares closed at $13.34.

Case Study: Churchill Capital Corporation

$9.00

$10.00

$11.00

$12.00

$13.00

$14.00

$15.00

$16.00

$17.00

Oct/2018 Nov/2018 Dec/2018 Jan/2019 Feb/2019 Mar/2019 Apr/2019 May/2019 Jun/2019 Jul/2019

Transaction Close

Traditional Merger Arbitrage

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Case Study: Dream Global Real Estate Investment Trust Acquisition by Blackstone Group Inc.

▪ On September 16th it was announced that Blackstone Group Inc (BX US) agreed to buy Dream Global Real Estate

Investment Trust (DRG-U CN) for $5.5 Billion, $16.79 a share in cash

▪ HGC spoke directly to Dream Global Real Estate management about the strategic rational of the deal, performed

downside risk analysis, and conducted due diligence on the transaction

▪ The deal closed on December 12th 2019, resulting in a 1.3% nominal return which equated to a 6% annualized return

Deal Announcement: Closing of the Spread:

Deal Announcement

Deal Price $16.79

$13.00

$13.50

$14.00

$14.50

$15.00

$15.50

$16.00

$16.50

$17.00

$17.50

$18.00

Jul/19 Aug/19 Sep/19 Oct/19 Nov/19 Dec/19

$16.50

$16.60

$16.70

$16.80

$16.90

Sep/19 Oct/19 Nov/19

49.45%

2.06%

27.93%

2.67%

16.19%

1.70%

Current HGC Investor Base As of March 31, 2019

Discretionary Advisors 49.45% High Net Worth 2.06% Institutional (MFO) 27.93%

Fund of Funds 2.67% Family Office 16.19% Management 1.7%

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Investor Base

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OM Details

OM provides for strict limits: Other OM highlights:

▪ 15% Concentration limit per security

▪ 100% Maximum Debt/Equity

▪ We report leverage to investors monthly

▪ 20% Financing Conditions

▪ There cannot be more than a total of 20% net

asset exposure to M&A transactions with

financing conditions

▪ Perpetual High Water Mark

▪ 15 days redemption notice period

▪ Portfolio viewing option

▪ Available in both A Class (Trailer) and F Class Units

▪ 25k minimum per accredited account

Fundserv:

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Appendix

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Fund Details

Inception Date: June, 2013

Minimum Subscription: $100,000 (Direct)

$25,000 (Fundserv)

Base Currency: CAD

Management Fee: 2% A Class / 1% F Class

Profit Allocation: 20%

High Watermark: Perpetual

Subscriptions: Monthly

Redemptions: 15 Day Notice

Prime Broker: CIBC/BMO

Auditor: KPMG

Fund Administrator: Apex

Legal Advisors: BLG/Davies

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Team

David Heden – CEO

▪ Prior to founding HGC, Dave was a Managing

Partner at K2 Investment Management Inc, a

Toronto based hedge fund. At K2 Dave developed

significant expertise in merger arbitrage,

participating in thousands of merger arb and spin-off

situations, with a primary focus on the energy

sector. This energy expertise led Dave to build a

complete energy investment group within K2,

opening offices in Calgary, and expanding energy

investments to include mezz lending, distressed

debt, and activist situations. Dave has served on

several private and public company boards.

Sean Kallir, CIO – Portfolio Manager

▪ Sean began his investment career in 2011 as amerger arbitrage and special situations Analyst at aToronto-based hedge fund. With over 9 years ofexperience Sean has been involved in hundreds ofSPAC and merger arb positions, and has becomewell versed in nuances of special situations. Sean isa founding partner of HGC and holds an Honors BAin Economics from the University of WesternOntario.

Brett Lindros – Executive Vice President

▪ Brett is a founding partner of HGC and in the role of

Executive Vice President manages the business

operations of the firm. He brings 25 years of

investing experience in Canadian Hedge Funds and

a decade of experience in Operations, Business

Development and Investor Relations. Brett is on the

Leadership Council of Capitalize for Kids and is

proud to help the organization work to tackle the

challenges of kids’ mental health.

Adam Jafine – Analyst

▪ Adam began his investment career with HGC in

2018. Prior to joining, Adam completed his Bachelor

of Arts (Honors) in Accounting from the University of

Charleston. Adam has completed his Canadian

Securities Course, and is a Chartered Financial

Analyst Level 2 Candidate.

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Team

Stuart Grant – Chief Compliance Officer

▪ Prior to joining HGC, Stuart was the Canadian Chief

Compliance Officer of an international electronic

broker dealer. Previous to that, he worked in risk

and compliance for two Canadian prime brokers. He

has over 10 year of finance experience in both

Canada and the UK. Stuart received a Bachelor of

Business Administration from Belmont University

and a Master of Science in Finance from Boston

University.

Donald K. Charter – Chairman of the Board

▪ Don is an experienced business executive having

been successful in a number of executive leadership

roles in a variety of businesses. Don is currently an

active corporate director serving on four public

company boards: IAMGold, Lundin Mining, Dundee

REIT and Adriana.

▪ He began his career in Toronto where he built a

successful commercial and M&A business law

practice, becoming a partner in a national law firm.

Mr. Charter joined the Dundee group of companies

in 1996 as an Executive Vice President with a

number of capital markets related responsibilities.

He became the founding Chairman and CEO of the

Dundee Securities group of companies in 1998

while remaining EVP of Dundee Corp and Dundee

Wealth Management, and oversaw its growth from a

start up to a major independent full service financial

services company with $28 billion of assets under

administration, a national advisor group with over

2,500 financial advisors, a full intuitional business,

an insurance MGA, a mortgage broker and a

Canadian chartered bank.

Jack Henderson – Analyst

▪ Jack spent two summers interning at HGC prior to

joining full-time as an Analyst in 2020. He holds an

Honors B.A. from the Ivey Business School at

Western University.

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Contact

HGC Investment Management Inc.

366 Adelaide St West, Suite 601

Toronto, ON, M5V 1R9

647.776.2200

blindros@hgcinvest.com

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Disclaimer

This is for information only and is not an offer or solicitation to sell units of the fund. Complete information relating to this fund,including risk factors, is contained in the Confidential Offering Memorandum. The returns of this fund are not guaranteed, its valuechange frequently and past performance may not be repeated. Please see “Risk Factors” in the Confidential Offering Memorandumfor more details. The information on this presentation is for information purposes only and is not intended to provide legal,accounting, tax, specific investment or financial advice and should not be relied on in that regard. The information in thispresentation is subject to change, as such, only the most recent Confidential Offering Memorandum should be relied upon forinformation on the fund. + The HGC Arbitrage Fund LP was managed by Radiant Investment Management Ltd. from June 12, 2013to December 31, 2013 and by HGC Investment Management Ltd. thereafter. The fund’s investment strategy has remained the samesince inception. The HFRI ED: Merger Arbitrage Index is an event-driven benchmark index of US Dollar merger arbitrage positionspublished monthly by Hedge Fund Research Inc. The fund will have a high percentage of its assets in merger arbitrage positions,and thus the HFRI ED: Merger Arbitrage Index is a relevant index for comparing risk and return in the Fund. Note that the fund mayalso have smaller positions in shorts, financing arbitrage, stubs, spin-offs, hostile takeovers and/or letters of intent.