FXC FAX Capital Corporation

FAX Capital Corp. (“FAX”) (TSX: FXC) today announced that Carson, Dunlop & Associates Ltd. (“Carson Dunlop”), has acquired National Property Inspections, Inc. (“NPI”) and Carson, Dunlop, Weldon & Associates Ltd. (“CDW”) in two separate transactions for a total enterprise value of $18.6 million. The transactions will be funded through Carson Dunlop’s existing cash balance, the issuance of Carson Dunlop shares and $15.4 million in cash from FAX. (All currency figures are in Canadian dollars except where noted.)

NPI was founded in Omaha, Nebraska in 1987 by Roland Bates. NPI is the largest independent home inspector franchise with operations in Canada and the U.S., having 95% of system-wide sales in the U.S. across 42 states. Through its over 200 franchisees, NPI inspects approximately 60,000 homes and commercial assets annually and has system wide sales of approximately US$30 million.

CDW was founded in 1997 by Richard Weldon and Alan Carson. CDW is a leading engineering firm focused on commercial inspections and is a leading education provider of commercial inspection courses.

“Both NPI and CDW are preeminent businesses within their respective markets and I’m excited to have both join the Carson Dunlop group of companies. Our strategy at Carson Dunlop is to complement organic growth with synergistic acquisitions and as of today, we have now closed on two such acquisitions a year after our partnership with FAX,” commented Alan Carson, CEO of Carson Dunlop.

“I have long admired the strength of the Carson Dunlop brand and am thrilled to join forces to further accelerate growth at NPI,” said Roland Bates. “I am extremely proud of the business we’ve built over the last 35 years and am enthusiastic about the future. Becoming part of Carson Dunlop will be an exciting new chapter for us and I look forward to continuing to support the NPI franchise system in my new role.”

Richard Weldon said: “CDW and Carson Dunlop have worked closely together for many years and I look forward to joining the FAX family of companies. As part of Carson Dunlop and with the support of the team at FAX, I am confident we can accelerate growth at CDW in our next phase of development.”

Post-closing, Roland Bates, founder of NPI, will remain actively involved in NPI and will be added to the Carson Dunlop Board of Directors. Richard Weldon will remain as President of CDW and lead Carson Dunlop’s expansion into commercial inspections. Alan Carson and Graham Badun will continue in their current roles as CEO and President of Carson Dunlop, respectively. After closing these two transactions, Carson Dunlop now has over 70 employees across its three business lines.

Graham Badun, President of Carson Dunlop and CEO of FAX’s property and technology platform company, which holds FAX’s investment in Carson Dunlop (“Holdco”), noted: “The acquisitions of NPI and CDW are highly strategic to what we are building at Carson Dunlop. Through a healthy and growing franchise system, NPI increases the number of inspections performed across the Carson Dunlop platform and increases the contribution from recurring revenue. CDW provides a platform to extend our inspection capabilities to the commercial market. I look forward to working with both company founders to build on their legacy.”

FAX currently owns a 78% indirect ownership interest in Carson Dunlop through its subsidiary, Holdco.

Further details on the transactions are contained in a presentation available at www.faxcapitalcorp.com.

About FAX Capital Corp.

FAX is an investment holding company with a business objective to maximize its intrinsic value on a per share basis over the long-term by seeking to achieve superior investment performance commensurate with reasonable risk. FAX intends to invest in equity, debt and/or hybrid securities of high-quality businesses. FAX initially intends to invest in approximately 10 to 15 high-quality small cap public and private businesses located primarily in Canada and, to a lesser extent, the United States.

For additional information please contact:

Investor RelationsTim Foran Email: IR@faxcapitalcorp.comWebsite: www.faxcapitalcorp.com

Media RelationsKieran Lawler Telephone: (416) 303-0799 Email: Kieran.lawler@loderockadvisors.com

Cautionary Note Regarding Forward-Looking Information

This press release contains forward-looking information. Such forward-looking information or statements (“FLS”) are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such FLS may be identified by words such as “proposed”, “expects”, “intends”, “may”, “will”, and similar expressions. FLS contained or referred to in this presentation includes, but is not limited to: the future or expected performance of FAX and its investment in Carson Dunlop, CDW and NPI; FAX’s continuing investment thesis in respect of its investments, as well as FAX’s continuing views on investee companies’ operations and the prospects of its associated industry; FAX’s investment approach, objective and strategies; the timing and prospects of any future investment in, or divestiture of, its investee companies and the structuring of any future investment; FAX’s plans to manage its investments; FAX’s ability to complete and the pace of any further acquisitions in respect of Holdco; and FAX’s financial performance.

Some of the risks and other factors which could cause results to differ materially from those expressed in FLS contained in this presentation include, but are not limited to: the continuing impact and uncertainty created by the COVID-19 pandemic on targeted investments; Russia’s invasion of Ukraine; rising oil prices and related international tensions; as well as the identified risk factors included in FAX’s public disclosure, including FAX’s most recent Annual Information Form dated March 29, 2022 which is available on SEDAR at www.sedar.com and on the FAX’s website at www.faxcapitalcorp.com. The FLS in this press release reflect the current expectations, assumptions, judgements and/or beliefs of FAX based on information currently available to FAX and are therefore subject to change without notice.

Any FLS speaks only as of the date on which it is made and, except as may be required by applicable securities laws, FAX disclaims any intent or obligation to update any FLS, whether as a result of new information, future events or results or otherwise. The FLS contained in this press release is expressly qualified by this cautionary statement. For more information on FAX, please review FAX's continuous disclosure filings that are available at www.sedar.com.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The Toronto Stock Exchange accepts no responsibility for the adequacy or accuracy of this release.