Proposed Strategic Transaction Between Helios Holdings Ltd. and Fairfax Africa Holdings Corp.

Goodmans LLP acted for the Special Committee of the Board of Directors of Fairfax Africa Holdings Corporation (TSX: FAH.U) (“Fairfax Africa”), in relation to its proposed strategic transaction with Helios Holdings Limited (“Helios”) for the combination of their complementary businesses on one unified platform.

Helios contributes certain economic streams (from the management and performance fees arising from current and future Helios funds) to Fairfax Africa in exchange for a 45.9% equity and voting interest in the pro forma share capital of Fairfax Africa (the “Transaction”). Fairfax Financial Holdings Limited (“Fairfax Financial”) will retain voting control of the combined entity.

On closing of the transaction, Fairfax Africa was renamed Helios Fairfax Partners Corporation (“HFP”) and continued to be listed on the Toronto Stock Exchange.