Mr. Scott Tannas reports

WESTERN INVESTMENT COMPANY OF CANADA CLOSES PRIVATE PLACEMENT AND ISSUER BID WITH MAXIMUM PROCEEDS OF $5 MILLION

The Western Investment Company of Canada Ltd. has confirmed the closing of its previously announced private placement of new convertible debentures and issuer bid for existing convertible debentures.

Completion of issuer bid/exchange for new debentures

Western announces the results of its issuer bid to purchase for cancellation up to $4-million of its convertible debentures due March 31, 2024. The offer expired at 5 p.m. (Eastern Time) on Nov. 28, 2023.

Based on a count by Odyssey Trust Company (the depositary), Western will take up and purchase for cancellation a principal amount of $2,875,000 of existing debentures. In exchange for each $1,000 in principal of existing debentures purchased under the offer, each holder who accepted the offer will receive payment of accrued interest, plus $1,000 in principal of new 2025 debentures (as defined below).

The existing debentures to be purchased under the offer represent approximately 72 per cent of the issued and outstanding existing debentures. After giving effect to the offer, Western expects approximately $1,125,000 of principal amount of existing debentures to be issued and outstanding.

The full details of the offer are described in the offer to purchase and issuer bid circular dated Oct. 24, 2023, as well as the related letter of transmittal, copies of which were filed and are available on SEDAR+.

Update on cash purchases of new debentures by way of private placement

The private placement announced on Oct. 10, 2023, is a non-brokered private placement of convertible unsecured subordinated debentures (the 2025 debentures) for consideration of cash in the amount of $1,000 per 2025 debenture.

Each 2025 debenture is convertible into common shares of Western at a conversion price of 48 cents per share. The 2025 debentures will mature on Dec. 31, 2025, and bear interest at the rate of 9.60 per cent per annum, payable semi-annually in arrears at the end of March and September. If, commencing on and from the closing date (as defined below) and prior to the maturity date, the closing price of the common shares on the TSX Venture Exchange is $0.65 or greater for the preceding 20 trading days, Western may, at its option, force the conversion of the 2025 debentures into common shares.

Combined impact of both transactions

Given the issuance of $2,875,000 in principal of 2025 debentures in connection with the issuer bid, Western issued $2,125,000 in additional 2025 debentures in the private placement under the terms of the convertible debenture indenture governing the 2025 debentures. The total gross proceeds achieved with both transactions is $5-million, which was the maximum amount sought by Western. Cash proceeds will be utilized to retire the remaining existing debentures, and for working capital purposes. Cash commissions totalling $6,400 were paid to qualified non-related parties in connection with the closing of the private placement. The 2025 debentures issued pursuant to the private placement, and the underlying common shares, are subject to a four-month-and-one-day hold period and completion of the private placement remains subject to the approval of the exchange.

Insiders of Western subscribed for $362,000 of the 2025 debentures issued under the private placement. The insider participation in the private placement is deemed to be a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. Western is relying on the exemptions from the formal valuation requirement and the minority shareholder approval requirement under sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of the subject matter of nor the consideration for the private placement, insofar as it involves the investing insiders, exceeds 25 per cent of Western's market capitalization. In addition, insiders of Western holding $485,000 of the existing debentures accepted the offer to exchange existing debentures for 2025 debentures. Accordingly, insiders of Western now hold a total of $847,000 of the 2025 debentures.

About The Western Investment Company of Canada Ltd.

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.

We seek Safe Harbor.