The Western Investment Company of Canada Limited (TSXV: WI)
(“
Western” or the “
Corporation”)
today filed its Notice of Meeting and Record Date to Sedar+ which
can be found at www.sedarplus.ca. Western’s shareholders are
invited to participate in its Annual General and Special Meeting of
Shareholders (the “
Meeting”) that will take place
On August 8, 2024 at 8:30 AM Mountain Time
at:
The offices of DS Lawyers Canada LLP,Suite 800,
Dome Tower, 333 – 7th Avenue S.W., Calgary, Alberta T2P 2Z1
Among the resolutions to be voted upon, Western will seek
approval at the Meeting for its proposed transaction with Paul
Rivett that was previously announced on March 22, 2024 to transform
Western into an insurance and investment holding company (the
“Transaction”). The previously announced
agreements to purchase nearly 100% of the shares in Fortress
Insurance Company ("Fortress") are conditional on
the closing of the Transaction (the “Share
Purchases”).
“We have made outstanding progress in securing the agreements
necessary to purchase almost 100% of the shares in Fortress upon
close of the Transaction,” said Scott Tannas, President and Chief
Executive Officer of Western. “We are especially thankful to SM2
Capital Partners for their resounding endorsement of Paul Rivett
and agreement to exchange the majority of their shares in Fortress
for Western shares. We look forward to hearing from our
shareholders at the Meeting and encourage them to vote when they
receive their Meeting materials.”
Registered shareholders and duly appointed proxyholders will be
able to participate, vote and submit questions at the Meeting.
How to Vote:Western encourages shareholders to
vote in advance of the Meeting using either the form of proxy or
the voter instruction form that will be mailed to them with the
Meeting materials and submitting them by no later than 8:30 am on
August 6, 2024. Western will provide an update once Meeting
materials are filed to SEDAR+ and mailed.
About the TransactionThe Transaction proposes
an investment of at least $20 million from companies affiliated
with Paul Rivett to transform Western into an insurance and
investment holding company. The concurrent rights offering has the
potential to raise up to an additional $30 million. Upon the
successful closing of the Transaction, Paul Rivett is to be
appointed to President and Chief Executive Officer of Western with
the following initial priorities:
- Grow the Fortress platform to $100
million per annum in written premiums by 2028 through a combination
of prudent organic growth and accretive acquisitions; and
- Continue managing Western’s
non-insurance holdings as long-term investments.
You can watch a recording of the webcast that took place on
March 27, 2024 here.
Completion of the Transaction (including any rights offering) is
subject to a number of conditions including, but not limited to,
acceptance of the TSX Venture Exchange (the
"Exchange" or "TSXV"),
shareholder approval, and various other conditions. The Transaction
as contemplated constitutes a Change of Business under the policies
of the TSXV. There is a risk that the Transaction will not be
accepted or that the terms of the Transaction may change
substantially prior to acceptance.
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 Completion of the
Transaction is 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 news release may contain certain forward-looking
information and statements, including without limitation,
statements pertaining to future plans for Western and its
associated companies, acquisitions, financings and returns.
Statements containing the words: 'believes', 'intends', 'expects',
'plans', 'seeks' and 'anticipates' and any other words of similar
meaning are forward-looking. All statements included herein involve
various risks and uncertainties because they relate to future
events and circumstances beyond Western's control.
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, 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.
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, 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 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 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."
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