Western Investment Company of Canada Announces Private Placement of Convertible Unsecured Debentures and Issuer Bid

High River, Alberta--(Newsfile Corp. - October 10, 2023) - The Western Investment Company of Canada Limited (TSXV: WI) ("WICC" or "Western") announces that it plans to raise up to $5 million through the issuance of a new convertible debenture. The debenture targets new cash investors and also invites existing debenture holders to exchange their notes for an extended timeframe, at a higher interest rate, and with a more favourable conversion right than their current debenture.

Offering Details

The offering is a non-brokered private placement of convertible unsecured subordinated debentures (the "Debentures") in the aggregate principal amount of up to $5,000,000 (the "Offering") for consideration of cash in the amount of $1,000 per Debenture or exchangeable pursuant to an issuer bid for existing Western convertible debentures due March 31, 2024 (the "Existing Debentures").

Each Debenture will be convertible into common shares of WICC ("Common Shares") at a conversion price of $0.48 per share. The Debentures will mature on December 31, 2025 ("Maturity Date") and bear interest at the rate of 9.60% 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, WICC may, at its option, force the conversion of the Debentures into Common Shares.

The proceeds of the Offering are expected to be used to refinance Western's Existing Debentures and general working capital purposes.

The initial closing date of the Offering is expected to occur on or about November 15, 2023 and additional closings may occur subsequent to the initial closing date ("Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approval including the approval of the TSX Venture Exchange. The Debentures are expected to be eligible for RRSP, RESP, RRIF, TFSA and DPSP accounts and will be subject to a statutory hold period that extends four months and one day from the Closing Date.

In connection with the Offering, registered brokers are entitled to receive a cash commission equal to 2% of the aggregate proceeds of the portion of the Offering sold to subscribers sourced by such registered broker.

The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended (the "US 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.

Issuer Bid

The Issuer Bid facilitates the option for the holders of Existing Debentures to exchange their notes for the new Debentures pursuant to a substantial issuer bid (the "Issuer Bid"). The formal offer to purchase, issuer bid circular and related documents containing the terms and conditions of the Issuer Bid and instructions for tendering Existing Debentures are expected to be filed with the applicable securities regulators and mailed to registered holders of Existing Debentures in the next couple of weeks.

The Issuer Bid is optional for all holders of Existing Debentures, who are free to choose whether to participate and how many Existing Debentures to exchange for Debentures. Any holders of Existing Debentures who do not participate in the exchange will retain their Existing Debentures with the terms unchanged.

The Issuer Bid will not be conditional upon any minimum number of Existing Debentures being exchanged. The Issuer Bid will, however, be subject to other conditions and Western reserves the right, subject to applicable laws, to withdraw or amend the Issuer Bid, if, at any time prior to the exchange, certain events occur.

About The Western Investment Company of Canada Limited

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.

For more information on Western, please visit its website at www.winv.ca.

CONTACT INFORMATION - The Western Investment Company of Canada Limited

Scott Tannas President and Chief Executive Officer (403) 652-2663 stannas@winv.ca

Advisory

This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to the timing and completion of the Offering and Issuer Bid, the use of proceeds and regulatory approval. 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. In particular, no assurance can be given as to the timing and/or completion of the Offering and the Issuer Bid. 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.sedarplus.ca. 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.

This news release is not an offer of the securities for sale in the United States. The securities described in this news release have not been registered under the US Act, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the US Act) absent registration or an exemption from registration. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state in which where such offer, solicitation or sale would be unlawful.

NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES

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