Western Investment of Canada : 2023 Annual Information Form

ANNUAL INFORMATION FORM

For the year ended December 31, 2023

Dated: April 26, 2024

TABLE OF CONTENTS
	Page No.
DEFINITIONS	3
CURRENCY	5
FORWARD-LOOKING INFORMATION	5
DOCUMENTS INCORPORATED BY REFERENCE	9
CORPORATE STRUCTURE	9
GENERAL DEVELOPMENT OF THE BUSINESS	10
BUSINESS OF THE CORPORATION	14
RISK FACTORS	33
DIVIDENDS AND DISTRIBUTIONS	44
DESCRIPTION OF CAPITAL STRUCTURE	44
MARKET FOR SECURITIES	45
DIRECTORS AND EXECUTIVE OFFICERS	46
AUDIT COMMITTEE DISCLOSURE	48
LEGAL PROCEEDINGS AND REGULATORY ACTIONS	50
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	50
AUDITORS, REGISTRAR AND TRANSFER AGENT	50
MATERIAL CONTRACTS	51
INTERESTS OF EXPERTS	51
ADDITIONAL INFORMATION	51

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DEFINITIONS

"2024 Debenture" means an unsecured convertible debenture in the principal amount of $1,000 previously issued and outstanding under the 2024 Debenture Indenture, which had a maturity date of March 31, 2024;

"2024 Debenture Indenture" means the convertible debenture indenture dated May 9, 2019 entered into between Western and Odyssey Trust Company, that governed the 2024 Debentures;

"2025 Debenture" means an unsecured convertible debenture in the principal amount of $1,000, issued under the 2025 Debenture Indenture, with a maturity date of December 31, 2025;

"2025 Debenture Indenture" means the convertible debenture indenture dated October 24, 2023, entered into between Western and Odyssey Trust Company, that governs the 2025 Debentures;

"ABCA" means the Business Corporations Act, R.S.A. 2000, c. B-9, as amended, including the regulations promulgated thereunder;

"AIF" means this Annual Information Form;

"Amended and Restated Commitment Letter" has the meaning ascribed thereto under the heading "General Development of the Business - Three Year History - 2022";

"ATB" means ATB Financial;

"ATB Facility" has the meaning ascribed thereto under the heading "General Development of the Business

- Three Year History - 2020";

"ATB Private Equity" means ATB Private Equity, LP;

"Board" means the board of directors of Western;

"Common Shares" means the common shares in the capital of Western;

"Corporation" or "Western" means The Western Investment Company of Canada Limited;

"COVID-19" means coronavirus disease (COVID-19), also known as the 2019 novel coronavirus, and severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2);

"EBITDA" means earnings before interest, taxes, depreciation and amortization;

"Exchange" or "TSXV" means the TSX Venture Exchange Inc.;

"Foothills" means Foothills Creamery Ltd., a company incorporated under the ABCA;

"Foothills USA" means the unanimous shareholders agreement dated February 28, 2018 entered into by the shareholders of Foothills;

"Fortress" means Fortress Insurance Company, an insurer incorporated under the Insurance Act (Alberta);

"Fortress Transaction" has the meaning ascribed thereto under the heading "General Development of the Business - Three Year History - 2024";

"Fortress USA" has the meaning ascribed thereto under the heading "General Development of the Business

- Three Year History - 2022";

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"Fort McKay" means Fort McKay Landing Limited Partnership;

"GlassMasters" means GlassMasters ARG Autoglass Two Inc., a corporation amalgamated under the ABCA;

"GlassMasters SPA" means the share purchase agreement dated February 1, 2022 between Fort McKay and Western;

"GlassMasters Transaction" has the meaning ascribed thereto under the heading "General Development of the Business - Three Year History - 2022";

"GlassMasters USA" means the unanimous shareholders agreement dated February 1, 2022 entered into by the shareholders of GlassMasters;

"Golden Health Care" has the meaning ascribed thereto under the heading "Corporate Structure - Intercorporate Relationships";

"Golden Health Care USA" means the unanimous shareholders agreements dated September 1, 2017 entered into by the shareholders of Golden Health Care Management Inc., Hill View Manor Ltd., The Good Shepherd Villas Inc. and William Albert House Ltd.;

"Multiple Voting Shares" means the multiple voting shares expected to be created and issued initially in conjunction with the closing of the Tevir Transaction, as further described in the Tevir Subscription Agreement;

"NI 52-110" means National Instrument 52-110 Audit Committees;

"Ocean Sales" means Ocean Sales Group Ltd., a company incorporated under the ABCA;

"Ocean Sales USA" means the unanimous shareholders agreement dated January 1, 2018 entered into by the shareholders of Ocean Sales;

"Options" means options to purchase Common Shares issued pursuant to the Corporation's stock option plan;

"Preferred Shares" means the preferred shares in the capital of Western;

"Tax Act" means the Income Tax Act, R.S.C. 1985, c. 1 (5th Supp.), including the regulations promulgated thereunder, all as amended from time to time;

"Tevir Subscription Agreement" has the meaning ascribed thereto under the heading "General Development of the Business - Three Year History - 2024";

"Tevir Transaction" has the meaning ascribed thereto under the heading "General Development of the Business - Three Year History - 2024";

"United States" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia; and

"USAs" means, collectively, the GlassMasters USA, the Ocean Sales USA, the Golden Health Care USA, the Fortress USA, and the Foothills USA.

Unless otherwise specified, information in this AIF is as at the end of the Corporation's most recently completed financial year, being December 31, 2023.

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CURRENCY

In this AIF, all dollar amounts are expressed in Canadian currency, unless otherwise noted.

FORWARD-LOOKING INFORMATION

Certain information and statements contained in this AIF concerning the business, operations and financial performance and condition of Western constitute "forward-looking information" within the meaning of applicable Canadian securities laws. All statements and information, other than historical information or statements of historical fact, made by the Corporation that address activities, events or developments that the Corporation expects or anticipates will or may occur in the future is forward-looking information, including, but not limited to information and statements preceded by, followed by or that include words such as "expect", "likely", "may", "will", "aims", "intend", or "anticipate", "potential", "proposed", "estimate" and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy. Forward-looking information includes estimates, budgets, plans, expectations, opinions, forecasts, financial and other projections, targets, guidance, or other information or statements that are not statements of fact. Such forward-looking information is made as of the date of this AIF. Forward-looking information in this AIF includes, but is not limited to, information and statements with respect to:

1. the Corporation's, and the Corporation's portfolio companies', business objectives and the anticipated timing of execution;
2. the Tevir Transaction, including the terms, transaction components, and timing thereof;
3. the Fortress Transaction, including the terms and timing thereof;
4. the Rights Offering, including the terms and timing thereof;
5. the performance of the Corporation's business and operations, including the performance of the Corporation's portfolio companies;
6. the intention to grow the business, operations and potential activities of the Corporation and its portfolio companies;
7. the competitive and business strategies of the Corporation and its portfolio companies;
8. the competitive conditions of the industries in which the Corporation and its portfolio companies operate;
9. future business strategy (including associated changes if the Tevir Transaction is completed), competitive strengths, goals, employment levels, expansion (including opportunities for expansion) and growth of the Corporation's and its portfolio companies' business;
10. Western's expectation that there will be an increasing number of small and medium sized businesses for sale in the upcoming years and that it will be able to identify attractive investment opportunities; and
11. Western aiming to collect management fees from its portfolio companies to cover Western's operating expenses.

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Western believes the expectations reflected in such forward-looking information are reasonable as of the date hereof but no assurance can be given that these expectations will prove to be correct and such forward- looking information should not be unduly relied upon.

Forward-looking information is based upon management's perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by the Corporation as of the date of such information, are, in many cases, outside of the Corporation's control and are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward- looking information ultimately being entirely or partially incorrect or untrue. Such factors and assumptions include, but are not limited to:

1. applicable laws, regulations and any amendments thereof;
2. the Corporation's ability to comply with applicable governmental regulations and standards;
3. the terms of the Tevir Transaction;
4. the terms of the Fortress Transaction;
5. the terms of the Rights Offering;
6. reliance on suppliers and other third parties;
7. general business and economic conditions;
8. being a public company;
9. dependence on key management personnel;
10. general economic trends and conditions;
11. equity and debt markets continuing to provide the Corporation with access to capital on terms acceptable to the Corporation;
12. litigation;
13. the demand for the Corporation's products and services and fluctuations in future revenues;
14. sufficiency of current working capital to support future operating and working capital requirements;
15. the availability of cash to declare a dividend, and such declaration being determined prudent by the Board;
16. the Corporation's future growth prospects and business opportunities; and
17. the Corporation's success in implementing its strategies and achieving its business objectives.

You are cautioned that the foregoing list of material factors and assumptions is not exhaustive.

Many factors and risks could cause the actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such

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forward-looking information, including, without limitation, those listed in this AIF. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by the forward-looking information contained in this AIF. These factors and risks should be considered carefully, and readers should not place undue reliance on the forward-looking information. Although the forward-looking information contained in this AIF are based upon what management currently believes to be reasonable assumptions, Western cannot assure prospective investors that actual results, performance or achievements will be consistent with such forward-looking information.

Factors that could cause actual results or events to differ materially from current expectations include, but are not limited to:

1. the acquisition opportunities available to Western and the competition for those acquisition opportunities;
2. the identification of all relevant risks associated with Western's acquisition opportunities;
3. that the Tevir Transaction will not be completed as anticipated or at all, and the timing thereof;
4. that the Fortress Transaction will not be completed as anticipated or at all, and the timing thereof;
5. that the Rights Offering will not be completed as anticipated or at all, and the timing thereof;
6. Western has no restrictions on funds allocated to any particular investment, which could lead to a concentration of investments;
7. Western's limited operating history;
8. the availability of capital to Western, and its ability to meet credit facility covenants;
9. the issuance of additional Common Shares to finance acquisitions and potential dilution to existing shareholders;
10. Western's dependency on the portfolio companies to support its ability to pay Western's operating expenses and make interest payments to its lenders;
11. Western is dependent on its directors and officers to generate acquisition opportunities, and the directors and officers may be subject to conflicts of interest;
12. the Common Shares are relatively illiquid and subject to market fluctuations;
13. Western evaluates a wide array of potential acquisitions, and acquiring and integrating a business may create unforeseen difficulties;
14. Western's portfolio companies are illiquid and difficult to value;
15. Western has entered into unanimous shareholders agreements for all of its portfolio companies, which prevents Western from controlling those companies and contain other restrictions and obligations for Western;
16. the financial results of the portfolio companies of Western;

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1. the tax horizon of Western and the portfolio companies;
2. the impact of federal, provincial and other governmental regulation on Western and the portfolio companies, relative to other issuers of similar size participating in similar business environments;
3. increased governmental regulation;
4. expansion or development plans of the portfolio companies not being completed as expected or at all;
5. product failure and liability;
6. the lack of available cash to declare a dividend, or if cash is available to declare a dividend, such declaration being determined not prudent by the Board;
7. supply chain disruptions;
8. the occurrence of and response to public health crises including epidemics, pandemics or outbreaks of new infectious diseases, including, most recently, the COVID-19 pandemic and ensuing events; and
9. the occurrence of natural disasters and other events outside of a company's control that may affect the ability of a business to operate.

The forward-looking information contained in this AIF speak only as of the date of this AIF. The forward- looking information contained herein is expressly qualified in their entirety by this cautionary statement. Many of these risk factors and other specific risks and uncertainties are discussed in further detail throughout this AIF. Readers are specifically referred to the risk factors described in this AIF under "Risk Factors".

Readers are cautioned that the foregoing lists of factors should not be construed as exhaustive. The forward-looking information contained in this AIF are expressly qualified by this cautionary statement. Except as required under applicable securities laws, the Corporation undertakes no obligation to publicly update or revise any forward-looking information.

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DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this AIF from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated by reference herein may be obtained on request without charge from the Chief Financial Officer of the Corporation at 6 West Coach Place SW, Alberta, T3H 0M7 (Telephone [phone]). These documents are also available through the internet on SEDAR+ which can be accessed at www.sedarplus.ca.

The following documents, which have been filed with the securities commission or similar authority in the provinces of Alberta, British Columbia, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador are specifically incorporated by reference in, and form an integral part of, this AIF:

1. the material change report of the Corporation dated March 28, 2024 relating to the Corporation entering into the Tevir Subscription Agreement announcing a series of proposed corporate transactions as part of the Tevir Transaction, as well as announcing the proposed Fortress Transaction (the "March 2024 MCR").

CORPORATE STRUCTURE

Name, Address and Incorporation

The Western Investment Company of Canada Limited was incorporated on October 28, 2015 pursuant to the ABCA. The head office of Western is located at 6 West Coach Place SW, Alberta, T3H 0M7, Canada and the registered and records office of Western is located at 800, 333 - 7th Avenue S.W., Calgary, Alberta, T2P 2Z1, Canada.

The Common Shares trade on the TSXV under the symbol "WI".

Intercorporate Relationships

As of the date of this AIF, Western has investments in a portfolio of five companies, all accounted using the equity method, which are as follows:

1. 55.3% equity interest in GlassMasters.
2. 30.0% equity interest in three entities, each of which owns a senior care home, and a 25% equity interest in Golden Health Care Management Inc., a company incorporated under the laws of the Province of Saskatchewan (collectively, "Golden Health Care"). The three homes include (a) Hill View Manor in Estevan, Saskatchewan, which is owned by Hill View Manor Ltd., (b) Good Shepherd Villas in Prince Albert, Saskatchewan, which is owned by The Good Shepherd Villas Inc., and (c) William Albert House in the Regina suburb of Emerald Park, Saskatchewan, which is owned by William Albert House Ltd.;
3. a 75.0% interest in Ocean Sales;
4. a 49.5% interest in Foothills; and
5. a 28.5% interest in Fortress.

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The Corporation's organizational structure is as follows:

The Western Investment Company

of Canada Limited

(Alberta)

1010 - 24th Street SE

High River, AB

T2P 2Z1

GlassMasters	ARG
Golden Health Care	Ocean Sales Group Ltd.	Fortress Insurance	Foothills	Creamery Ltd.
Autoglass Two Inc.	Management Inc.	(Alberta)	Company	(Alberta)
(Alberta)	(Saskatchewan)	(75% owned by Western)	(Alberta)	(49.5% owned by Western)
(55.3% owned by Western)	176 Country Hills Landing NW
(25% owned by Western)	(28.5% owned by Western)	2825 Bonnybrook Rd SE
6221 Centre Street S	Calgary, AB, T3K 5P3
830, 410 - 22nd Street East	140 - 6 Ave SE	Calgary, AB T2G 4N1
Calgary, AB, T2H 0C7
Saskatoon, SK, S7K 5T6			Calgary, AB, T2G 0G2
		And
		The Good Shepherd Villas
		Inc.
		(Saskatchewan)
		(30% owned by Western)
		1499 15 Ave E,
		Prince Albert, SK, S6V 7S1
		And
		Hill View Manor Ltd.
		(Saskatchewan)
		(30% owned by Western)
		1401 1 St,
		Estevan, SK, S4A 2W7
		And
		William Albert House Ltd.
		(Saskatchewan)
		(30% owned by Western)
		333 Emerald Park Rd,
		Emerald Park, SK, S4L 1C9

GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

2021

On January 19, 2021, Western announced that it obtained regulatory approval to proceed with a normal course issuer bid allowing it to purchase up to a total of 1,500,000 Common Shares, representing approximately 4.9% of the then outstanding Common Shares, through the facilities of the Exchange, at the market price of the Common Shares at the time of the acquisition. In 2021, a total of 113,000 Common Shares were purchased by Western through the normal course issuer bid for an aggregate price of $36,200, at prices ranging from $0.22 to $0.43 per share.

On February 6, 2021, Shafeen Mawani, the Chief Operating Officer of Western, was promoted to President and Chief Executive Officer of Fortress. Former Chief Executive Officer of Fortress, Scott Tannas, continued to serve the company as the non-executive Chairman of its board of directors.

2022

On Feb 1, 2022, Western sold approximately 5% of its investment in GlassMasters to Fort McKay, amounting to 245,493 shares (the "Sold Shares"), for $535,174 pursuant to the GlassMasters SPA. This reduced Western's investment in GlassMasters at such time from 61.3% to 58.2% of the issued and outstanding shares. Concurrently with the acquisition of GlassMasters shares from Western, Fort McKay also bought out Western's previous partner, ATB Private Equity, which brought its stake in GlassMasters at such time to 39.3%. Collectively, such transactions are referred to as the "GlassMasters Transaction".

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