22:39:23 EDT Thu 16 Apr 2026
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CVW Sustainable Royalties Inc
Symbol CVW
Shares Issued 220,024,727
Close 2026-04-16 C$ 0.96
Market Cap C$ 211,223,738
Recent Sedar+ Documents

CVW Sustainable closes $50M financing with Fairfax

2026-04-16 21:09 ET - News Release

Mr. Akshay Dubey reports

CVW SUSTAINABLE ROYALTIES ANNOUNCES CLOSING OF $50 MILLION FAIRFAX STRATEGIC INVESTMENT

CVW Sustainable Royalties Inc. has closed the previously announced $50.0-million strategic investment by Fairfax Financial Holdings Ltd., through certain of its subsidiaries, into the company. The Fairfax strategic investment was completed following the approval by the company's shareholders of the special resolution authorizing the creation of a new class of non-voting common shares at a special meeting of the shareholders held on April 14, 2026.

Pursuant to the Fairfax strategic investment, the company issued a combination of common share units and non-voting common share units to Fairfax for aggregate gross proceeds of $50.0-million, structured as follows:

  • Tranche 1 -- 54,600,712 Fairfax voting units purchased by Fairfax at a price of 78 cents per Fairfax voting unit for gross proceeds of approximately $42,588,555. Each Fairfax voting unit consists of one common share of the company and one warrant exercisable to purchase a non-voting common share at a price of 95 cents per non-voting common share for a period of two years from the date of closing;
  • Tranche 2 -- 9,501,852 Fairfax non-voting units purchased by Fairfax at a price of 78 cents per Fairfax non-voting unit for gross proceeds of approximately $7,411,445. Each Fairfax non-voting unit consists of one non-voting common share and one non-voting common share warrant.

The non-voting common shares are convertible into common shares by Fairfax, subject to a beneficial ownership restriction if such conversion would result in Fairfax and its affiliates owning greater than 19.99 per cent of the company's common shares on a non-diluted basis.

The non-voting common share warrants are subject to an acceleration provision that provides that, at any time following the six-month anniversary from March 2, 2026, and from time to time thereafter, if the volume-weighted average price of the common shares exceeds $1.20 for 30 consecutive trading days at any time, the company may, within 20 days following such occurrence but without having been required to act upon the first or subsequent occurrence thereof, deliver a notice to the holders thereof accelerating the expiry date of the non-voting common share warrants to a date that is 30 calendar days after the date of such notice.

The company intends to use the net proceeds from the Fairfax strategic investment to finance future royalty transactions, diligence and closing expenses related thereto, and general corporate purposes.

Closing of the Fairfax strategic investment has been conditionally approved by the TSX Venture Exchange, and the securities issued are subject to a statutory hold period of four months and one day from the closing date in accordance with applicable Canadian securities laws.

The company issued a total of 2,564,103 finders' shares at a deemed price of 78 cents per common share.

Early warning disclosure

The company is providing the following early warning disclosure with respect to Moss Kadey, special adviser of the company, and with respect to Fairfax.

Immediately prior to the close of the brokered financing on March 2, 2026, Mr. Kadey beneficially owned, controlled or directed 16,763,945 common shares, representing approximately 10.75 per cent of the then-outstanding common shares on a partially and non-diluted basis. Immediately following the closing of the Fairfax strategic investment, Mr. Kadey is expected to beneficially own, control or direct the same 16,763,945 common shares, representing approximately 6.0 per cent of the outstanding common shares on a partially and non-diluted basis.

Mr. Kadey's address is 33 Charles St. E, Suite 3604, Toronto, Ont., M4Y 0A2.

Mr. Kadey may, subject to applicable law and depending on market and other conditions and the availability of other investment and business opportunities, increase or decrease his beneficial ownership of the company's securities, whether in the open market, by privately negotiated agreements or otherwise, or may develop such plans or intentions in the future.

This disclosure is provided pursuant to Multilateral Instrument 62-104, which also requires an early warning report to be filed containing additional information with respect to the foregoing matters. A copy of the early warning report will be available on SEDAR+ under the company's issuer profile and may be obtained upon request from the company by contacting Joshua Grant, chief financial officer and corporate secretary of the company.

Immediately prior to the closing of the Fairfax strategic investment, Fairfax beneficially owned nil common shares, representing 0 per cent of the outstanding common shares. As a result of the Fairfax strategic investment, Fairfax now beneficially owns and controls 54,600,712 common shares, representing 19.5 per cent of the outstanding common shares on a non-diluted basis, and 9,501,852 non-voting common shares and 64,102,564 non-voting common share warrants, representing all of the outstanding non-voting common shares and non-voting common share warrants, respectively. Assuming the full exercise of the non-voting common share warrants and the full conversion of the non-voting common shares (including the non-voting common shares received on exercise of the non-voting common share warrants), Fairfax's beneficial ownership and control of common shares will not exceed 19.99 per cent of the outstanding common shares on a non-diluted basis due to the operation of the beneficial ownership restriction.

This news release and Fairfax's corresponding early warning report, which is expected to be filed on SEDAR+ in the near term, constitutes the required disclosure pursuant to Section 5.2 of National Instrument 62-104, Take-Over Bids and Issuer Bids. The requirement to file an early warning report is triggered because the acquisition of the common shares pursuant to the Fairfax strategic investment results in Fairfax beneficially owning and controlling 10 per cent or more of the common shares. The common shares acquired under the Fairfax strategic investment are being acquired by Fairfax for investment purposes, and it may further purchase, hold, vote, trade, dispose or otherwise deal in the securities of the company, in such manner as it deems advisable to benefit from changes in market prices of the company's securities, publicly disclosed changes in the operations of the company, its business strategy or prospects, or from a material transaction of the company. In the future, Fairfax may discuss with management and/or the board of directors of the company any of the transactions listed in clauses (a) to (k) of item 5 of Form 62-103F1 of National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

The Fairfax early warning report that will be filed on SEDAR+ in respect of the Fairfax strategic investment will satisfy the requirement of Section 5.2 of NI 62-104 to have the Fairfax early warning report filed by an acquiror, in this case by Fairfax, with the securities regulatory authorities in each of the jurisdictions in which the company is a reporting issuer and which contains the information required by Section 3.1 of NI 62-103.

A copy of the Fairfax early warning report filed by Fairfax in connection with the Fairfax strategic investment will be available on SEDAR+ under the company's issuer profile and may be obtained upon request from the company by contacting Mr. Grant.

About CVW Sustainable Royalties Inc.

CVW Sustainable Royalties invests in sustainability-focused technologies and operations providing returns linked to commodities and commodity-like products. CVW Sustainable Royalties is building a portfolio of royalty-based cash flow streams by partnering with clean technology innovators in the commodity space. CVW Sustainable Royalties' current portfolio includes: its proprietary technology, Creating Value from Waste (CVW), which is designed to recover bitumen, solvents, critical minerals and water from oil sands froth treatment tailings with significant environmental benefits; an interest in two future Northstar Clean Technologies facilities, which reprocess waste shingles to produce liquid asphalt, aggregate, fibre and limestone; and a royalty interest in Relocalize microfactories, which produce packaged ice and cold packs in a more sustainable manner.

CVW Sustainable Royalties trades on the TSX Venture Exchange under the symbol CVW, and is quoted on the OTCQX under the symbol CVWFF and on the Frankfurt Stock Exchange under the symbol TMD.

About Fairfax Financial Holdings Ltd.

Fairfax is a holding company that, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management. Fairfax's head and registered office is located at 95 Wellington St. W, Suite 800, Toronto, Ont., M5J 2N7.

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