Helios Fairfax Partners Corporation announced that it has agreed to enter into a portfolio insurance arrangement with Fairfax Financial Holdings Corporation (“Fairfax”) pursuant to the terms of a binding term sheet. The portfolio insurance arrangement will provide HFP with stability regarding any price fluctuations regarding the Reference Investments and with $100 million of investment proceeds which can be used by HFP for additional investments in Africa. Under the terms of the transaction, Fairfax will subscribe for 3.0% unsecured debentures of HFP (the “Debentures”) on a private placement basis for an aggregate subscription price of $100 million (the “Principal Amount”). The Debentures will mature within three years of the date of issuance (the “Closing Date”) or, at the option of Fairfax, on either of the first two anniversary dates of the Closing Date. The “Redemption Price” for the Debentures will be equal to the Principal Amount, plus any accrued and unpaid interest, less the amount, if any, by which the fair value of HFP’s investments in AGH, Philafrica and the PGR2 Loan (collectively, the “Reference Investments”) is lower than $102.6 million (representing the fair value of the Reference Investments as of June 30, 2020).