Western Investment Company Announces $20 Million Investment and Transformation into an Insurance and Investments Holding Company

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Saturday, March 23rd, 2024 1:19 am EDT

The Western Investment Company of Canada Limited (TSXV: WI) (“Western” or the “Corporation“), today announced that companies affiliated with Paul Rivett have offered to invest at least $20 million into the Corporation (the “Transaction“) to transform Western into a property and casualty insurance and investment holding company. Completion of the Transaction is subject to the approval of the TSX Venture Exchange (the “TSXV“), shareholder approval and various other conditions. The terms of the Transaction are set forth in a definitive agreement dated March 21, 2024 (the “Definitive Agreement“) that also provide for a potential upsize to $23 million and for a number of other corporate transactions described below. The transactions as contemplated constitute a Change of Business under the policies of the TSXV.

“There are several fundamental reasons for our investment in Western, but by far the most important factor in our decision was the team at Western,” said Paul Rivett. “After actively searching for a premier team and platform we believe that Western, its insurance subsidiary Fortress, along with the skills and experience of Scott Tannas and Shafeen Mawani, are the right combination for us to build an insurance and investment holding company in Canada. Together, our goal over the long-term is to compound book value per share for Western shareholders through prudent organic growth of the existing insurance book of business, the pursuit of accretive acquisitions that generate additional investable float, and investing over the long-term on a total return basis.”

Business and Capital Allocation Strategy 
Upon the successful closing of the Transaction (the “Closing“), Western will focus its efforts toward building an insurance and investment holding company. The initial priorities will be to:

• Consolidate Western’s ownership of Fortress Insurance Company (“Fortress“) to at least 51%;
• 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.

Rights Offering
Upon Closing of the Transaction, Western intends to undertake a rights offering (“Rights Offering“) to existing eligible Western shareholders by way of a rights offering circular. Under the proposed terms of the Rights Offering, each eligible shareholder as of the record date for such offering will be issued two and a half (2 ½) rights (“Rights“) for each common share of the Corporation (“Common Share“) held on the Record Date, entitling that holder to purchase one (1) Single Voting Share (as defined herein) for each whole one (1) Right held at a price of $0.40 per Single Voting Share for a period of 60 days. The Rights are intended to provide existing Western shareholders with a mechanism to ensure their economic interest in the Corporation is not diluted.

Western has made application to the TSXV to have the Rights listed on the TSXV. The Rights will be offered to registered shareholders resident in a province or territory of Canada. The Rights will not be offered to U.S. persons or sold into the United States. Shareholders who fully exercise their Rights may be entitled to subscribe for additional Single Voting Shares, if available, as a result of unexercised Rights prior to expiry of the Rights Offering.

The definitive terms of the Rights Offering, including the proposed record date, will be set forth in a subsequent news release. The Rights Offering (including the subscription price and any listing of the Rights on the TSXV) is subject to applicable regulatory approval, including approval of the TSXV.

Executive Team 
Upon Closing, the Western team will consist of the following individuals:

• Paul Rivett to be appointed to President and Chief Executive Officer;
• Scott Tannas to be appointed to Chairman of the Board of Directors for a 5-year term with the option to renew by mutual agreement;
• Stacey Cross to remain as Chief Financial Officer; and
• Shafeen Mawani to remain as Chief Operating Officer in addition to his continuing role as President and CEO of Fortress.

It is anticipated that the aforementioned executive team, plus the supplemental services provided by Mr. Rivett’s investment management company, Tevir Capital Corp. (“TCC“), will be sufficient to operate Western for the next 12-24 months, barring any material change to Western’s business.

The previously planned retirement of Chairman Jim Dinning from the Board of Directors will also take effect at Closing. Mr. Dinning will remain committed to continuing as a supportive shareholder and advisor to Western.

“The proposed Transaction is something the entire Board crafted together with Paul because his vision aligns with the same aspirations we have for our business and our shareholders,” said Scott Tannas, President and Chief Executive Officer of Western. “By combining Paul’s track record of success in value investing, and the strength of Western’s insurance business, we believe this Transaction represents a significant leap forward in the ability of Western to create value for our shareholders. I would also like to thank Jim Dinning and Western’s other directors for their support and tireless efforts on the Board in the lead up to this Transaction, and their years of dedicated service to Western’s shareholders and stakeholders.”

Paul Rivett
Paul Rivett currently serves as founder and president of TCC and Chairman of the Board of Directors for Chorus Aviation and GreenFirst Forest Products. Previously, he joined Fairfax Financial Holdings Limited (“Fairfax“) in 2003 and served as President between 2013 and 2020. Mr. Rivett led Fairfax’s corporate development which included debt and equity financings, mergers and acquisitions, as well as prominent investment and insurance/reinsurance transactions. He attracted proprietary insurance and non-insurance investments with a commitment to a long-term, decentralized approach to investing.

The Definitive Agreement which is an Arm’s Length Transaction contemplates that TCC or its affiliates will invest $20,000,000 into Western in exchange for 50,000,000 multiple voting shares (“MVS“) with an over-allotment option for TCC (or an approved designate) to purchase up to an additional 7,500,000 MVS for $3,000,000, and that Western will undertake a series of transactions including the Rights Offering, an opportunity for Western shareholders to exchange their Common Shares for MVS (the “Share Exchange“), and in the discretion of management, a stock consolidation as described below. The Transaction will involve amending the articles of the Corporation to provide for 2 classes of common shares, the current Common Shares (“Single Voting Shares“), which provide for 1 vote per share and which will be renamed Subordinate Voting Shares following the Shareholders Meeting, and the MVS, which will provide for 10 votes per share.

The terms of the Transaction are summarized below. Unless otherwise stated, all amounts are expressed in Canadian dollars.

	TCC			Western Shareholders
Investment into Western	$20,000,000
Multiple Voting Shares (“MVS“) issued – 10 votes/share	50,000,000
Existing Common Shares  (“Single Voting Shares” or “SVS“) – 1 vote/share				30,207,756
Optional conversion rights for Western shareholders  (SVS can be converted to MVS on 1:1 basis)				1:1
Rights to be issued to Western shareholders				2.5 @ $0.40 per share
Additional capital from Rights (if 100% exercised)				$30,200,000
Equity Ownership Post Transaction  (% of total shares outstanding)
No Rights exercised by Western shareholders	62.3%			37.7%
All Rights exercised by Western shareholders	32.1%			67.9%

Western Shareholder Protections
Western shareholders benefit from several protective mechanisms in the proposed Transaction:

• Dual class share structure modeled on the Canadian Coalition for Good Governance Dual Class Share Policy.
• Western shareholders may, at their discretion, convert their SVS shares into MVS shares on a one for one basis.
• TCC’s MVS shares (along with all MVS shares) will be restricted from sale without 6 months’ prior written notice.
• In order to obtain the ability to trade the MVS freely, TCC (along with any other MVS holders) must give Western 6 months written notice of the intent to convert MVS to SVS and the MVS must then, after the 6 months’ holding period, be converted to freely tradeable SVS of Western.
• Western intends to undertake the Rights Offering (as described below) to existing eligible Western shareholders.
• TCC is restricted under securities rules from privatizing Western without the approval of a majority of the minority vote of the common shareholders.

Board of Directors
At the meeting of Western shareholders to approve the Transaction (the “Shareholders Meeting“), Western will propose increasing the size of the Board of Directors to nine members, that three members of the current Board of Directors of Western (including Scott Tannas) will remain, and six new members (including Paul Rivett) will be appointed to the Board of Directors.

Board members resigning at the Closing or at the next AGM will be allowed to retain their options until expiry.

TCC Management Contract
TCC will provide Western with access to legal, financial, business development and other expert and clerical assistance for a fixed fee of $500,000 per year.

Stock Consolidation
At the Shareholders Meeting, Western will also put forward a proposal for shareholders to approve a consolidation of the Single Voting Shares and the Multiple Voting Shares on a basis of up to 1 for 10. Any decision to implement a stock consolidation would remain at the discretion of Western’s board of directors.

Share Exchange
The definitive terms and procedures for the Share Exchange (including timing and shareholder eligibility) will be set forth in a subsequent news release. The Share Exchange is subject to applicable regulatory approval, including approval of the TSXV.

Conditions Precedent
The Transaction is subject to customary closing conditions, including approval by Western’s shareholders and regulatory approvals, including the TSXV, and the condition that Western has obtained sufficient additional shares in Fortress to reach a minimum aggregate holding of 51% of Fortress’ shares outstanding. Western intends to seek a waiver from the sponsorship requirements under TSXV policies for a Change of Business transaction.

Acquisition of Additional Fortress Shares
In connection with Western acquiring additional shares of Fortress, Western plans to offer the existing Fortress shareholders the option of receiving cash or Single Voting Shares at a price of $0.40 per share which could result in the issuance of up to an additional 30,000,000 Single Voting Shares.

Webcast – Join Scott Tannas and Paul Rivett as they discuss the Proposed Transaction
March 27, 2024 at 9:00 AM Mountain Time, 11:00 AM Eastern Time
On Wednesday, March 27, 2024, please join Scott Tannas, President and CEO of Western, and Paul Rivett, Founder and President of TCC, on a webcast where they will discuss the proposed Transaction and their vision for Western’s strategy going forward. Participants of the live event will also have the opportunity to ask questions.

The webcast will take place at 11:00 AM Eastern Time, 10:00 AM Central Time, 9:00 AM Mountain Time, and 8:00 AM Pacific Time.

Participants can access the webcast using the link below:

Webcast Link

Following the webcast a recording of the event will be available at the link above.

Shareholders Meeting and Approvals
Shareholder approval is required for a number of the transactions described in this news release, including: TCC becoming a “control person” of Western, the amendment of Western’s articles to create the Multiple Voting Shares and to re-classify the existing Common Shares as Single Voting Shares, the election of directors in conjunction with the Transaction, and the stock consolidation. Each of the resolutions will require approval by two-thirds (66 ^2/3%) of the votes cast by Western shareholders at the meeting (other than the resolution to appoint directors, which will require the customary 50% majority of votes cast at the meeting). The Transaction will also be subject to the approval of a majority of the minority of the votes cast by Western shareholders at the Shareholders Meeting, excluding any shares owned or controlled by TCC, Paul Rivett or Scott Tannas. The date and time of the Shareholders Meeting will be announced in coming weeks, at which time meeting materials will be sent to Western shareholders.

Board of Directors’ Recommendations 
The Transaction has been unanimously approved by the board of directors of both Western and TCC.

Investor Relations
Western also announced today that it has retained Market Climber Inc. (“Market Climber“) for services that may fall within the scope of the TSXV Corporate Finance Policy 3.4 – Investor Relations, Promotional and Market-Making Activities (the “Services“). Under the terms of the agreement, Western will pay Market Climber a monthly fee of $7,500 for the Services, which includes shareholder engagement, corporate communications, investor relations and assistance with proxy mailing and Shareholders Meeting support. The agreement commenced on February 7, 2024 and will terminate following the Shareholders Meeting, unless extended by mutual agreement for a 12 month term (terminable on 30 days’ notice). At the time of this announcement, neither Market Climber nor its principals have any direct or indirect interest in Western’s securities.

Market Climber is an experienced investor relations firm with an extensive track record of unlocking value through a comprehensive approach to investor relations. Market Climber has won numerous IR awards including IR Magazine’s 2022 award for Best Investor Relations. Market Climber has served clients on every major North American exchange, across a wide range of industries, with enterprise values from under $10 million to more than $10 billion.

Definitive Agreement
The Definitive Agreement contains a number of customary representations, warranties and conditions and termination rights. A copy of the Definitive Agreement will be available on SEDAR+ at www.sedarplus.ca.

Trading Halt
Trading of the Common Shares will remain halted pending receipt and review of acceptable documentation pursuant to Section 2.2 of TSXV Policy 5.2 regarding a Change of Business transaction.

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 TSX Venture 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 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 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, including the completion of the Transaction and the other proposed transactions described in this news release, 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 Transactions.

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 Transactions 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 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 and underlying Single Voting Shares and the Multiple Voting Shares 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.“