13D Filing: Fairholme (FAIRX) and Sears Canada Inc. (SRSCQ)

(a-e)  As of the date hereof, Fairholme may be deemed to be the beneficial owner of 21,090,483 Shares (20.7%) of the Issuer, based upon the 101,877,662 Shares outstanding as of June 13, 2017, according to the Issuer.  Fairholme has the sole power to vote or direct the vote of 0 Shares, Fairholme has the shared power to vote or direct the vote of 17,087,893 Shares, Fairholme has the sole power to dispose or direct the disposition of 0 Shares and Fairholme has the shared power to dispose or direct the disposition of 21,090,483 Shares to which this filing relates.

The Fund may be deemed to be the beneficial owner of 12,014,115 Shares (11.8%) of the Issuer, based upon the 101,877,662 Shares outstanding as of June 13, 2017, according to the Issuer. The Fund has the sole power to vote or direct the vote of 0 Shares, the Fund has the shared power to vote or direct the vote of 12,014,115 Shares, the Fund has the sole power to dispose or direct the disposition of 0 Shares and the Fund has the shared power to dispose or direct the disposition of 12,014,115 Shares to which this filing relates.  Of the 12,014,115 Shares deemed to be beneficially owned by the Fund, 10,075,672 are owned by The Fairholme Fund and 1,938,443 are owned by The Fairholme Allocation Fund, each a series of the Fund.

Mr. Berkowitz may be deemed to be the beneficial owner of 21,433,443 Shares (21.0%) of the Issuer, based upon the 101,877,662 Shares outstanding as of June 13, 2017, according to the Issuer.  Mr. Berkowitz has the sole power to vote or direct the vote of 342,960 Shares, Mr. Berkowitz has the shared power to vote or direct the vote of 17,087,893 Shares, Mr. Berkowitz has the sole power to dispose or direct the disposition of 342,960 Shares and Mr. Berkowitz has the shared power to dispose or direct the disposition of 21,090,483 Shares to which this filing relates.

The trading dates, number of Shares purchased or sold and the price per share for all transactions in the Shares during the last 60 days by the Reporting Persons are set forth in Exhibit 99.2 and were effected in the open market.

The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein.