Western Investment Company Announces Upsize in Private Placement to $25 Million

Calgary, AB – The Western Investment Company of Canada Limited (TSXV: WI) (“Western” or the “Corporation“), today announced that, further to Western’s August 30, 2024 news release, the Corporation has decided to increase the maximum offering for its proposed private placement of Units (the “Private Placement“) to $25 million, with an additional $5 million over-allotment at Western’s option, for potential aggregate gross proceeds of up to $30 million. The Private Placement will close at the conclusion of the rights offering that was outlined in Western’s August 30, 2024 news release, which is expected to occur in late November.

“We have received substantially more interest than we expected and that we are able to allocate,” said Scott Tannas, President and CEO of Western. “As a result, we have decided to upsize the private placement from $10 million to $20 million ($25 million including Tevir’s $5 million commitment), with a potential additional $5 million over-allotment, to bring as many long-term shareholders into this opportunity as possible.”

The Private Placement

Western plans to raise up to $25 million through a private placement financing to accredited investors of up to 62,500,000 units (each a “Unit“) at a price of $0.40 per Unit. Each Unit will consist of one common share of the Corporation (“Common Share“) and one warrant to purchase a Common Share (“Warrant“), with each Warrant exercisable to purchase one additional Common Share for a period of five (5) years from the date of closing at an exercise price of $0.47. The Private Placement will also contain an over-allotment option for up to additional 12,500,000 Units issuable at $0.40 per Unit upon the same terms.  Western may engage one or more brokers to act as agent for the Private Placement. The Private Placement is subject to approval of the TSXV.

Use of Proceeds

Further to Western’s August 30, 2024 news release, the Corporation plans to use the proceeds from the Private Placement to fund working capital and provide funds for acquisitions. A portion of the proceeds may be used to pay the cash portion for the purchase of additional shares in Fortress Insurance Company.

Other Transactions

Readers should refer to Western’s August 30, 2024 news release for details regarding additional transactions of Western, including a planned rights offering by Western to its shareholders.

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) 652-2663 [email protected]

Advisories

Completion of the Transaction and the Share Purchases are subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Western should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed Transaction 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 transactions contemplated by the Definitive Agreement (as defined in the March 22, 2024 news release), including the completion of the Transaction and the Share Purchases, and the appointment of the new CEO and additional directors; the use of proceeds from the Transaction; the future strategy and focus for Western; and future acquisitions and growth opportunities. 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 shareholder and regulatory approvals (including TSXV approval) and third party consents and the satisfaction of other conditions to the completion of the Transaction and Share Purchases.

Although Western believes that the expectations and assumptions on which the forward-looking statements made by Western are based 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 shareholder, TSXV, regulatory and third party approvals and consents are not obtained on terms satisfactory to the parties within the timelines provided for in the Definitive Agreement and Share Purchases, or at all, and risks that other conditions to the completion of the Transaction are not satisfied on the timelines set forth in the Definitive Agreement and Share Purchases 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.

This news release also contains financial outlook information (“FOFI“) about prospective results of operations and book value, which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. FOFI contained in this news release was made as of the date of this news release to provide information about management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for any other purpose. Western disclaims any intention or obligation to update or revise any FOFI contained in this news release, whether as a result of new information, future events or otherwise, except as required by applicable law.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The rights issued under any rights offering and underlying Single Voting Shares and the Multiple Voting Shares (as defined in the March 22, 2024 news release) being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state 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.”