The Western Investment Company of Canada Limited (TSXV: WI)
("
Western" or the "
Corporation"),
today announced that, further to Western's news releases of March
22, May 6, June 18 and August 30, 2024, the Corporation has
completed the first tranche (the "
First Closing")
of its previously announced acquisition (the
"
Acquisition") of additional shares of Fortress
Insurance Company ("
Fortress"). In connection with
the First Closing, Western issued an aggregate of 25,193,922 common
shares in the capital of the Corporation at a deemed price of $0.40
per Common Share (the "
Common Shares"), in
exchange for 3,875,988 shares of Fortress (the "
Fortress
Shares"). The First Closing increases Western's percentage
of ownership in Fortress to 83.57% from 28.45%.
“The First Closing of the Fortress Acquisition was a critical
step forward," said Scott Tannas, President and CEO of Western.
“Fortress shareholders had a choice between taking Western’s Common
Shares and taking cash. The shares exchanged in this first tranche
represent those Fortress shareholders who want to remain involved
as Western transitions towards an insurance-focused investment
holding company. I’d like to personally extend my gratitude and
thanks for their vote of confidence. We are pleased to be moving
forward with the new approach we have taken and expect to maintain
this renewed momentum. Agreements are in place to acquire the
remaining shares of Fortress, and we look forward to completing the
Acquisition later this year.”
Western has entered into agreements to acquire the remaining
outstanding Fortress Shares and expects to complete the second and
final closing later this year. Western has received conditional
acceptance of the Acquisition from the TSX Venture Exchange
("TSXV"), however, the Acquisition remains subject
to the final acceptance of the TSXV.
A note about Western’s September 26, 2024 release: Please note
that Common Shares and warrants offered in the private placement
announced on August 30, 2024 and subsequently upsized on September
26, 2024 will be subject to a four month hold period.
Matters Relating to SM2 Holdings Ltd. SM2
Holdings Ltd. ("SM2") a significant shareholder of
Fortress holding in the aggregate 2,000,000 Fortress Shares had
previously agreed to exchange its Fortress Shares for Common Shares
pursuant to a share purchase agreement dated June 17, 2024 between
SM2 and Western, and a side letter agreement dated August 28, 2024
among SM2, Western and Tevir Capital Corp. As part of the First
Closing, SM2 sold 1,673,077 Fortress Shares registered in its name
in exchange for 10,875,000 Common Shares of Western, representing
approximately 19.63% of the outstanding Common Shares. It is
expected that SM2 shall sell the remaining 326,923 Fortress Shares
in exchange for 2,125,000 Common Shares later in the year.
SM2 acquired the Common Shares for investment purposes and may,
from time to time, acquire additional securities of Western or
dispose of such securities as it may deem appropriate.
An early warning report will be filed by SM2 in
accordance with applicable securities laws and will be available on
SEDAR+ at www.sedarplus.ca.
About The Western Investment Company of
Canada Limited Western is a unique publicly traded,
private equity company founded by a group of successful Western
Canadian businesspeople, and dedicated to building and maintaining
ownership in successful Western Canadian companies, and helping
them to grow. Western's shares are traded on the Exchange under the
symbol WI.
For more information on Western, please visit its website at
www.winv.ca.
To add yourself to our email news alert subscription please
visit this link.
CONTACT INFORMATION - The Western Investment Company of Canada
Limited
Scott Tannas President and Chief Executive Officer (403)
652-0408 or stannas@winv.ca
Advisories The TSXV has in no
way passed upon the merits of the Acquisition and has neither
approved nor disapproved the contents of this news release.
This document contains forward-looking statements. More
particularly, this document contains statements concerning: the
completion of the Acquisition. Readers are cautioned that the
foregoing list of factors should not be construed as
exhaustive.
The forward-looking statements are based on certain key
expectations and assumptions made by Western, including
expectations and assumptions concerning the ability of Western to
successfully implement its strategic plans and initiatives, the
timing of receipt of required regulatory approvals (including TSXV
approval) and third party consents and the satisfaction of other
conditions to the completion of the Acquisition.
Readers should also refer to the forward-looking statements and
associated assumptions and risk factors contained in Western's
August 30, 2024 news release regarding the other transactions
referred to therein. The transactions referred to in Western's
August 30, 2024 news release (including the planned rights
offering) remain subject to TSXV approval.
Although Western believes that the expectations and assumptions
on which the forward-looking statements made by Western are
reasonable, undue reliance should not be placed on the
forward-looking statements because no assurance can be provided
that they will prove to be correct. Since forward-looking
statements address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Actual
results could differ materially from those currently anticipated
due to a number of factors and risks. These include, but are not
limited to, risks that required TSXV, regulatory and third party
approvals and consents are not obtained on terms satisfactory to
the parties within the timelines provided for, or at all, and risks
that other conditions to the completion of the Acquisition are not
satisfied on the required timelines or at all, the ability of
management to execute its business strategy, and the impact of
general economic conditions in Canada and the United States. A
description of additional assumptions used to develop such
forward-looking information and a description of risk factors that
may cause actual results to differ materially from forward-looking
information can be found in Western's disclosure documents on the
SEDAR+ website at www.sedarplus.ca.
The forward-looking statements contained in this news release
are made as of the date hereof and Western undertakes no obligation
to update publicly or revise any forward-looking statements or
information, whether as a result of new information, future events
or otherwise, unless so required by applicable securities laws.
"Neither the TSX Venture Exchange nor its Regulatory
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release."
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