Western reports closing of $55,865,500 private placement, pending final TSXV approval
The Western Investment Company of Canada issued 55,865,500 common shares at $1.00 per share for gross proceeds of $55,865,500. The offering remains subject to final approval from the TSX Venture Exchange.
The Western Investment Company of Canada Limited (TSXV:WI) has reported the closing of its previously announced brokered private placement, which remains subject to final approval from the TSX Venture Exchange (TSXV).
Western issued 55,865,500 common shares at $1.00 per share. The transaction generated total gross proceeds of $55,865,500, including proceeds from the partial exercise of the agent's option.
The financing was conducted through a syndicate of agents led by Desjardins Capital Markets and TD Securities Inc. The company paid a cash commission of $1,839,300 to the two firms as joint lead agents and joint bookrunners on behalf of the agents.
Western said the net proceeds are expected to support its previously announced acquisition of Canadian Farm and Stockmens, general working capital requirements, and future acquisitions and investments. The company identified the proposed acquisition and the planned use of the proceeds as forward-looking matters and said the acquisition may not be completed.
Four Western insiders purchased a combined 2,425,000 common shares for gross proceeds of $2,425,000. Each purchase is classified as a related party transaction under Multilateral Instrument 61-101.
Western said the related party transactions qualify for exemptions from the valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101. The company said the fair market value of the securities issued to the related parties does not exceed 25% of its market capitalization.
The board approved the offering. Participating insiders disclosed their interests and did not take part in the board's deliberations or vote on the approval. Western also said it did not submit a material change report 21 days before closing because the details of insider participation were finalised only shortly before closing.
The shares were issued under exemptions from prospectus or registration requirements under applicable securities laws and carry a statutory hold period ending on March 4, 2027. The offering remains subject to the final approval of the TSXV.
The securities have not been registered, and will not be registered, under the U.S. Securities Act of 1933 or U.S. state securities laws. They may not be offered or sold in the United States, or to or for the account or benefit of U.S. persons, unless registration or an applicable exemption from registration requirements is available.
Western said the securities offering does not constitute an offer to sell or a solicitation to buy securities in the United States, nor may the securities be sold in a jurisdiction where such activity would be unlawful.
Western describes itself as an insurance and investments holding company focused on decentralised ownership of insurance businesses and centralised investment management. Its shares trade on the TSXV under the symbol WI.
The company identified several risks affecting its forward-looking statements, including the possibility that it may not receive final TSXV approval, may not use the offering proceeds as anticipated, or may not complete the acquisition of Canadian Farm and Stockmens. Western also stated that actual results could differ materially from those currently anticipated. Further transaction terms and risk factors apply.
The Western Investment Company of Canada Limited announced the closing of its previously announced brokered private placement of common shares. The Offering remains subject to the final approval of the TSX Venture Exchange.
The Western Investment Company of Canada Limited issued 55,865,500 Common Shares at a price of $1.00 per Common Share for total gross proceeds of $55,865,500. The amount includes gross proceeds from the partial exercise of the agent's option.
Net proceeds from the Offering are expected to fund the previously announced acquisition of Canadian Farm and Stockmens, general working capital purposes and future acquisitions and investments. The company states that it may not be able to use the proceeds as anticipated.
The Offering was conducted through a syndicate of agents led by Desjardins Capital Markets and TD Securities Inc. The company paid a cash commission of $1,839,300 to Desjardins Capital Markets and TD Securities Inc. as joint lead agents and joint bookrunners on behalf of the Agents.
Four insiders acquired a total of 2,425,000 Common Shares for gross proceeds of $2,425,000. Each insider's participation constitutes a related party transaction under Multilateral Instrument 61-101.
The Offering was approved by the company's board of directors and remains subject to the final approval of the TSX Venture Exchange. Participating insiders declared their interests and recused themselves from deliberations and voting on the approval.
The company said it did not file a material change report 21 days prior to closing because the details of insider participation were not settled until shortly before closing.
The Common Shares were offered under exemptions from prospectus or registration requirements under applicable securities laws and are subject to a statutory hold period expiring on March 4, 2027.
The Western Investment Company of Canada Limited is an insurance and investments holding company focused on decentralised ownership of insurance businesses and centralised investment management.
The Western Investment Company of Canada Limited's shares are traded on the TSXV under the symbol WI.
The company identifies the completion of the acquisition of Canadian Farm and Stockmens as forward-looking information and says the acquisition may not be completed. Its expected use of the Offering's net proceeds for the acquisition is also subject to the company's stated assumptions and risks.
The securities have not been, and will not be, registered under the U.S. Securities Act of 1933 or U.S. state securities laws. They may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption.
The company identified risks including not obtaining final TSXV approval, not being able to use the Offering proceeds as anticipated and the acquisition of Canadian Farm and Stockmens not being completed. It also said actual results could differ materially from those currently anticipated and that it undertakes no obligation to update the forward-looking statements unless required by applicable securities laws.