CALGARY, Alberta, Oct. 01, 2024 (GLOBE NEWSWIRE) — 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.
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CONTACT INFORMATION – The Western Investment Company of Canada Limited
Scott Tannas President and Chief Executive Officer (403) 652-0408 or [email protected]
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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