High River, Alberta, April 9, 2019 – The Western Investment Company of Canada Limited (“WICC“) (TSXV: WI) announces today the closing of its previously announced offering of subscription receipts (“Subscription Receipts”) for the maximum aggregate gross principal amount of $4,000,000 (the “Financing“). The Financing consisted of a brokered portion and a non-brokered portion. AltaCorp Capital Inc. acted as lead agent and sole bookrunner for the brokered portion of the Financing. Directors, officers and other insiders subscribed for a total of 16% of the gross proceeds of the Financing.
The proceeds of the Financing are expected to be used to finance WICC’s previously announced acquisition of Fortress Insurance Company (the “Acquisition“), and general working capital purposes.
Each Subscription Receipt is priced at $1,000 per subscription receipt and will entitle the holder to receive one unsecured convertible debenture (each, a “Debenture“) with a principal value of $1,000 if all escrow conditions are met, which includes the completion of the Acquisition on or before 5:00pm MTN on July 3, 2019. Should the escrow conditions not be satisfied, the Subscription Receipts will be cancelled and all proceeds from the Financing will be returned to the subscribers, together with interest.
Each Debenture will be convertible into common shares of WICC (“Common Shares“) at a conversion price of $0.55 per share. The Debentures will mature on March 31, 2024 and bear interest at the rate of 7.5% per annum, payable semi-annually at the end of March and September. If after March 31, 2021, the closing price of the Common Shares on the TSX Venture Exchange is $0.65 or greater for 20 consecutive trading days, WICC may, at its option, force the conversion of the Debentures into Common Shares.
WICC may elect, at its option, to redeem all or part of the Debentures at any time after March 31, 2021 at the redemption price set forth below plus accrued and unpaid interest, if redeemed during the calendar year upon 45 days written notice by WICC:
2021 – 107.5%
2022 – 105.0%
2023 – 102.5%
2024 – 100.0%
Completion of the Financing is subject to final approval of the TSX Venture Exchange. The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended (the “Act“), and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available.
Further information regarding the Financing is available in WICC’s press release dated March 12, 2019.
The insider participation is deemed to be a “related party transaction” as defined under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Neither WICC, nor to the knowledge of WICC after reasonable inquiry, a related party, has knowledge of any material information concerning WICC or its securities that has not been generally disclosed. The Financing is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to subsections 5.5(c) and 5.7(1)(b) of MI 61-101 as it was a distribution of securities for cash and neither the fair market value of the Subscription Receipts distributed to, nor the consideration received from, interested parties exceeded $2,500,000. WICC did not file a material change report more than 21 days before the expected closing of the Financing because the details of the participation therein by related parties of WICC were not settled until shortly prior to closing of the Financing and WICC wished to close on an expedited basis for commercial reasons.
Western is a unique publicly traded, private equity company founded by a group of successful Western Canadian business people, and dedicated to building and maintaining ownership in successful Western Canadian companies, and helping them to grow. The company’s shares are traded on the TSX Venture Exchange under the symbol WI. For more information on the company, please visit its website at www.winv.ca.
The Western Investment Company of Canada Limited
President and Chief Executive Officer
This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to future plans, acquisitions, financings and earnings. 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. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of 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.sedar.com. Any forward looking statements are made as of the date of this news release and Western does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.