Mr. Scott Tannas reports

WESTERN INVESTMENT COMPANY GIVES NOTICE OF TRADE RESUMPTION ON APRIL 23, 2024 AND PROVIDES UPDATE ON THE SHARES IT HAS SECURED IN FORTRESS INSURANCE

The Western Investment Company of Canada Ltd. has secured agreements in aggregate to purchase 3.2 million shares in Fortress Insurance Company, or 45.5 per cent of the total shares outstanding in Fortress, for $8.32-million. These share purchases are conditional on the closing of the proposed transaction with companies affiliated with Paul Rivett to invest at least $20-million into the corporation, which was previously announced on March 22, 2024.

The share purchases will increase Western Investment's ownership in Fortress from 28.45 per cent to 45.5 per cent upon closing of the transaction. To complete the transaction, Western Investment must have agreements in place to obtain a minimum of 51 per cent of the shares outstanding in Fortress. The vendors' details are confidential, and the vendors are not a related party to Western Investment or Mr. Rivett.

Acquisition of additional Fortress shares

In connection with Western Investment acquiring additional shares of Fortress, an offer has been circulated to all existing Fortress shareholders. Western Investment is following up with all Fortress shareholders and will provide further updates in the coming days. Each offer provides an option of receiving cash or the current common shares of Western Investment at a price of 40 cents per share, which could result in the issuance of up to an additional 30 million single voting shares.

Trade resumption

Western Investment has also received notice from the TSX Venture Exchange that the TSX-V has received acceptable documentation related to the transaction for the shares in Western Investment to resume trading. As outlined in the TSX-V April 19, 2024, bulletin, effective at the open, Tuesday, April 23, 2024, trading in the corporation's shares will resume.

About the transaction

The transaction, previously announced on March 22, 2024, proposes an investment of at least $20-million from companies affiliated with Mr. Rivett to transform Western Investment into an insurance and investment holding company. The concurrent rights offering is expected to raise up to an additional $30-million. Upon the successful closing of the transaction, Mr. Rivett is to be appointed to president and chief executive officer of Western Investment with the following initial priorities:

• Expand 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 Investment's non-insurance holdings as long-term investments.

You can watch a recording of the webcast that took place on March 27, 2024.

Completion of the transaction (including any rights offering) is subject to the approval of the exchange, shareholder approval and various other conditions. The transaction as contemplated constitutes a change of business under the policies of the TSX-V.

This resumption of trading does not constitute acceptance of the change of business, and should not be construed as an assurance of the merits of the transaction or the likelihood of completion. The corporation is required to submit to the TSX-V all of the required initial documentation relating to the change of business within 75 days of the issuance of the news release announcing the change of business. If this documentation is not provided, or is insufficient, a trading halt may be reimposed.

Completion of the transaction is subject to a number of conditions, including, but not limited to, exchange acceptance and shareholder approval. There is a risk that the transaction will not be accepted or that the terms of the transaction may change substantially prior to acceptance. Should this occur, a trading halt may be reimposed.

About The Western Investment Company of Canada Ltd.

Western Investment is a unique, publicly traded, private equity company founded by a group of successful Western Canadian businesspeople dedicated to building and maintaining ownership in successful Western Canadian companies, and helping them to grow. Western Investment's shares are traded on the exchange under the symbol WI.

We seek Safe Harbor.