FG Financial Group, Inc. Merchant Banking Platform Company FG Acquisition Corp. Announces Business Combination Agreement with ThinkMarkets

FG Financial Group, Inc. (Nasdaq: FGF) (the “Company”), today announced that its merchant banking platform partner FG Acquisition Corp. (TSX: FGAA.U) (TSX: FGAA.WT.U) has entered into a business combination agreement with ThinkMarkets, one of the fastest growing online and leveraged trading multi-asset brokerages globally. ThinkMarkets provides its customers with access to over 10,000 CFDs, including but not limited to, equities, currencies, precious metals, indices, commodities, ETFs and other trading products. The business combination would result in ThinkMarkets launching as a public company listed on the Toronto Stock Exchange.

FG Financial Group is a reinsurance and asset management holding company focused on collateralized and loss capped reinsurance and merchant banking that allocates capital in partnership with Fundamental Global^®, a private partnership led by Kyle Cerminara and Joe Moglia, as well as other strategic investors.

In the aggregate, FG Financial Group’s indirect exposure to FG Acquisition Corp., a special purpose acquisition corporation, represents potential beneficial ownership of approximately 819,000 shares of FG Acquisition Corp. common stock, approximately 1,400,000 warrants with an $11.50 strike price and a 5 year expiration, approximately 440,000 warrants with a $15.00 strike price and a 10 year expiration and either (i) up to approximately an additional 1,600,000 warrants with an $11.50 strike price and a 5 year expiration, or (ii) up to approximately $2 million in cash, or (iii) a pro-rata combination of such $11.50 strike warrants with a 5 year expiration and cash, based on certain adjustment provisions and the level of redemptions of FG Acquisition Corp.’s publicly traded warrants at the time of a business combination.

Details of the transaction are included in the FG Acquisition Corp. press release available here.

Larry Swets, Jr., FG Financial Group’s CEO and Chairman of FG Acquisition Corp., commented, “This business combination closely aligns with the long-term strategy of FG Financial’s growing merchant banking platform. ThinkMarkets has grown its revenue from $35 million in 2019 to over $62 million in 2022, and they have established global partnerships and a scalable business model positioned to capitalize on increasing market volatility and the evolving global trading landscape. The company has purchased multiple new licenses, continue to grow their product offerings, and their recent entry into Japan provides a platform to serve one of the largest FX trading hubs globally. FG Financial Group looks forward to being a shareholder and sharing in the company’s success.”

FG Financial Group Chairman and Fundamental Global CEO Kyle Cerminara commented, “This transaction reflects the broadening business strategy of our merchant banking platform which we created last year with the vision to productively collaborate with companies to develop extraordinary businesses and frame value-creating structures at all points in their lifespans. ThinkMarkets is growing quickly with over 10,000 CFD products to 138,500 clients in 165 countries. The capital from this business combination will support the continued expansion of the business which is well positioned to drive margin expansion as it scales. We look forward to continuing to evaluate and selectively deploying capital in unique investments such as this.”

FG Financial Group, Inc.

FG Financial Group, Inc. is a reinsurance and asset management holding company focused on collateralized and loss capped reinsurance and merchant banking that allocates capital in partnership with Fundamental Global ®, a private partnership led by Kyle Cerminara and Joe Moglia, as well as other strategic investors. The Company’s principal business operations are conducted through its subsidiaries and affiliates.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are therefore entitled to the protection of the safe harbor provisions of these laws. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “budget,” “can,” “contemplate,” “continue,” “could,” “envision,” “estimate,” “expect,” “evaluate,” “forecast,” “goal,” “guidance,” “indicate,” “intend,” “likely,” “may,” “might,” “outlook,” “plan,” “possibly,” “potential,” “predict,” “probable,” “probably,” “pro-forma,” “project,” “seek,” “should,” “target,” “view,” “will,” “would,” “will be,” “will continue,” “will likely result” or the negative thereof or other variations thereon or comparable terminology. In particular, discussions and statements regarding the Company’s future business plans and initiatives are forward-looking in nature. We have based these forward-looking statements on our current expectations, assumptions, estimates, and projections. While we believe these to be reasonable, such forward-looking statements are only predictions and involve a number of risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results, performance, or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements, and may impact our ability to implement and execute on our future business plans and initiatives. Management cautions that the forward-looking statements in this release are not guarantees of future performance, and we cannot assume that such statements will be realized or the forward-looking events and circumstances will occur. Factors that might cause such a difference include, without limitation: risks associated with our inability to identify and realize business opportunities, and the undertaking of any new such opportunities; general conditions in the global economy; our lack of operating history or established reputation in the reinsurance industry; our inability to obtain or maintain the necessary approvals to operate reinsurance subsidiaries; risks associated with operating in the reinsurance industry, including inadequately priced insured risks, credit risk associated with brokers we may do business with, and inadequate retrocessional coverage; our inability to execute on our investment and investment management strategy, including our strategy to invest in the risk capital of special purpose acquisition companies (SPACs); potential loss of value of investments; risk of becoming an investment company; fluctuations in our short-term results as we implement our new business strategy; risks of being unable to attract and retain qualified management and personnel to implement and execute on our business and growth strategy; failure of our information technology systems, data breaches and cyber-attacks; our ability to establish and maintain an effective system of internal controls; our limited operating history as a public company; the requirements of being a public company and losing our status as a smaller reporting company or becoming an accelerated filer; any potential conflicts of interest between us and our controlling stockholders and different interests of controlling stockholders; potential conflicts of interest between us and our directors and executive officers; risks associated with our related party transactions and investments; and risks associated with our investments in SPACs, including the failure of any such SPAC to complete its initial business combination. Our expectations and future plans and initiatives may not be realized. If one of these risks or uncertainties materializes, or if our underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected. You are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements are made only as of the date hereof and do not necessarily reflect our outlook at any other point in time. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect new information, future events or developments.

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