Western Investment of Canada : Q1 – March 31, 2024

Interim Management's Discussion and Analysis

Quarterly Highlights

For the Period ended March 31, 2024

Dated: May 27, 2024

The Western Investment Company of Canada Ltd.

Management's Discussion and Analysis

Introduction

The Western Investment Company of Canada Limited ("we", "our", "Western," or the

"Corporation") is a publicly-traded private equity company based in Western Canada. Our common shares trade on the TSX-V under the trading symbol WI. Our purpose has been to create long-term wealth for shareholders by building and maintaining a diversified portfolio of strong, stable, and profitable western-based companies while helping them to grow and prosper. Our strategy has been to use our expertise and capital to cultivate already great western Canadian businesses, ultimately contributing to their success and legacy over the long run. Our purpose and strategy are expected to evolve upon successfully closing the transaction we announced on March 22, 2024. Please see the Strategic Developments section on page 3 for further details.

This Interim Management Discussion and Analysis ("MD&A") provides an update on the Corporation's business activities, financial condition, financial performance, and cash flows since December 31, 2023. The Corporation reports its financial position, financial performance, and cash flows in accordance with International Financial Reporting Standards ("IFRS") in Canadian dollars. The MD&A should be read in conjunction with the audited financial statements of the Corporation and the annual MD&A for the year ended December 31, 2023 and the unaudited condensed interim financials statements for the period ended March 31, 2024. The MD&A was prepared by management of Western and was approved by the Board of Directors on May 27, 2024. Additional information relating to the Corporation, including its Annual Information Form, is available on SEDAR+ at www.sedarplus.ca.

The following table outlines our current equity investments as of May 27, 2024;

Investments	Acquisition	Ownership (%)
	Date
GlassMasters ARG Autoglass Two Inc.	December 16, 2016	55.3%
Golden Health Care	September 1, 2017	25.0 - 30.0%
Foothills Creamery Ltd.	February 28, 2018	49.5%
Fortress Insurance Company	May 6, 2019	28.5%

Page 2 of 19

First Quarter 2024

The Western Investment Company of Canada Ltd.

Management's Discussion and Analysis

Key Highlights for the Period Ended March 31, 2024

The First quarter is typically a slow one for Western's seasonal businesses. Many of these businesses having a quiet quarter resulting in an equity loss which is in line with expectations. We believe our associate companies ("Associates") are heading into 2024 primed for a record year. Throughout the quarter, both GlassMasters and Foothills have worked to build high levels of inventory to meet high demand expected throughout the spring and summer months.

After having a record year in 2023, GlassMasters ARG Autoglass Two Inc. ("GlassMasters") continued its growth trajectory. First quarter sales are up 15% from the same quarter last year. The company is seeing growth occurring at current retail and warehouse locations, as well as the regular addition of new locations. After adding three locations in 2023, GlassMasters opened its Kelowna location in the first quarter of 2024, and the company expects to add Winnipeg in the third quarter. GlassMasters serves as Western's primary cash flow source, with regular interest payments occurring on the restructured shareholder notes.

Business at Fortress Insurance Company ("Fortress") continues its rapid growth, with a 40% increase in gross written premiums from the comparative three months of 2023. Overall, net results at Fortress are comparable to the prior first quarter, as the company manages this growth with the increase in administrative expenses that come with it. Fortress is focused on diversification, expanding its product offerings into liability insurance and the Ontario market. In line with the strategic developments discussed below, Fortress is primed to become Western's key focus looking forward.

Operational and strategic improvements have given Foothills Creamery Ltd. ("Foothills") a big boost to profitability over the last couple years. Gross margins have improved since 2022. Foothills continues to innovate with new products and is expanding its customer base. Demand for frozen products is expected to be high this summer and the company is currently holding high levels of inventory leaving it well positioned to meet this demand.

Golden Health Care ("Golden") revenue increased 10% compared to the comparative quarter of 2023 thanks to improved occupancy. Inflation has impacted the cost of care, and attracting staff has been challenging. Management is focused on continuing to improve occupancy and is working to access government funding for senior care which would allow more seniors in need to access their beds.

Our associate companies have many plans in place for 2024. Fortress is working to grow gross premiums written with the diversification of its product offerings. GlassMasters has new locations opening, and Foothills is primed with inventory to meet a growing demand for its premium ice cream.

Page 3 of 19

First Quarter 2024

The Western Investment Company of Canada Ltd.

Management's Discussion and Analysis

Strategic Developments

On March 22, 2024, Western announced that companies affiliated with Paul Rivett offered to invest at least $20 million into the Corporation (the "Transaction") to transform Western into a property and casualty insurance and investment holding company. Upon the successful closing of the Transaction, Paul Rivett is to be appointed to President and Chief Executive Officer of Western with the following initial priorities:

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

Subsequent to March 31, 2024, Western has signed share purchase agreements on the shares outstanding in Fortress to satisfy the 51% minimum ownership threshold required to complete the Transaction. See the subsequent events section for the current status of this acquisition.

Completion of the Transaction remains subject to the approval of the TSX Venture Exchange (the "TSXV"), shareholder approval and various other conditions. The terms of the Transaction are set forth in a definitive agreement dated March 21, 2024 (the "Definitive Agreement") that also provide for a potential upsize to $23 million and for a number of other corporate transactions. The transactions as contemplated constitute a Change of Business under the policies of the TSXV.

Upon closing of the Transaction, Western intends to undertake a rights offering ("Rights Offering") to existing eligible Western shareholders by way of a rights offering circular. Under the proposed terms of the Rights Offering, each eligible shareholder as of the record date for such offering will be issued two and a half (2 ½) rights ("Rights") for each common share of the Corporation ("Common Share") held on the Record Date, entitling that holder to purchase one

1. Common Share which provide for 1 vote per share ("Single Voting Share") for each whole one (1) Right held at a price of $0.40 per Single Voting Share for a period of 60 days. The Rights are intended to provide existing Western shareholders with a mechanism to ensure their economic interest in the Corporation is not diluted.

Western has made application to the TSXV to have the Rights listed on the TSXV. The Rights will be offered to registered shareholders resident in a province or territory of Canada. The Rights will not be offered to U.S. persons or sold into the United States. Shareholders who fully exercise their Rights may be entitled to subscribe for additional Single Voting Shares, if available, as a result of unexercised Rights prior to expiry of the Rights Offering. The definitive terms of the Rights Offering, including the proposed record date, are currently in development and will be subject to regulatory approval.

The meeting of Western shareholders to approve the Transaction is tentatively scheduled for mid July, and complete details will be found in the Corporation's information circular that will be available to all shareholders prior to that date.

As of the date of this MD&A Western has secured the minimum required shares in Fortress to satisfy one of the key conditions of this proposed Transaction.

Page 4 of 19

First Quarter 2024

The Western Investment Company of Canada Ltd.

Management's Discussion and Analysis

Review of Western's Operations and Financial Results

The financial highlights of the Corporation are:

	Three months ended	Three months ended
	March 31, 2024	March 31, 2023
Financial results ($)
Revenue	(43,836)	544,236
Professional fees	54,615	47,151
Regulatory fees	17,131	11,794
Management salaries	110,027	105,980
Interest	232,847	184,285
Other expenses	16,676	6,750
Total expenses	431,296	355,960
Net income (loss)	(475,132)	188,276
Net income (loss) per share	(0.016)	0.006
	March 31, 2024	December 31, 2023
Financial position ($)
Working capital	71,535	(824,968)
Total assets	19,156,604	19,864,478
Operating loan	1,106,700	-
Loans and convertible debentures	5,529,687	6,725,981
Shareholders' equity	12,304,924	12,780,056
	March 31, 2024	December 31, 2023
Western Share Count Information
Common shares issued and outstanding	30,207,756	30,207,756

The main driver behind the drop in revenue for the first quarter was the equity loss of $271,752, which is down $620,139 from the comparative period in 2023. The prior period quarter, however was affected by a number of one-time items that positively impacted revenue at our Associates. This included a gain on sale of real estate at Foothills creamery. Removing these one-time items would have resulted in equity earnings that were comparable to the current period. The equity loss was in line with Associates budgets with the first quarter being slow for many of our seasonal businesses that earn the majority of their revenue in the spring and summer months. In addition to equity income, Western earns a modest amount of management fees, and earned $190,415 in finance income from Associates.

Expenses increased 21% from the comparative period as a result of an increase in interest expense due to rising interest rates, combined with an additional $1.1 million in convertible debentures held during the quarter. At March 31, 2024, $1.125 million in convertible debentures matured. In addition to these, as at March 31, 2024, Western has outstanding $5 million of face value convertible debentures that mature on December 31, 2025. The liability component of these debentures accretes interest at an effective rate of 16%.

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First Quarter 2024

The Western Investment Company of Canada Ltd.

Management's Discussion and Analysis

Western used the operating line to cover the repayment of the $1.125 million in convertible debentures that matured on March 31st.

Looking forward we expect significant equity income to be earned in the next two quarters at our seasonal Associates. 2024 should also bring further growth for Fortress and GlassMasters who will see revenue growth with their ongoing expansion. Foothills is focused on growing revenue and improving profitability.

Net Asset Value

To enhance our shareholders understanding of the value of their investment, we completed a market value assessment of each associate company as at December 31, 2023. For accounting purposes, each investment is recorded based on the equity method of accounting, whereby the investment is initially recognized at cost and adjusted thereafter for our share of the investee's profit or loss. The methods used to determine the market value estimate of each associate are outlined below. We believe providing this estimate gives our investors better insight into the true underlying value of their investment in Western.

The market value assessment shows the value of our equity investments is significantly above the current carrying value. If we adjust our net book value as at December 31, 2023, to account for the inherent market value of our investments, the value per share is $0.69 (December 31, 2022 - $0.67). This is well above the current market price of our shares, demonstrating the true value our shareholders hold. We expect that net asset value will remain a dynamic number with improving results and increased stability.

Below is a comparison of the carrying value of our Associates with the estimated market value as at December 31, 2023:

	Original purchase		Estimated	Unrealized
$	price	Carrying Value	Market Value	Gain
Golden Health Care	4,738,192	4,711,339	5,800,000	1,088,661
Fortress Insurance Company	1,690,000	2,726,191	5,200,000	2,473,809
Foothills Creamery Ltd.	3,251,000	2,842,164	4,680,000	1,837,836
GlassMasters ARG Autoglass
Two Inc.	4,010,000	8,188,455	10,750,000	2,561,545
Total value of investment in
Associates	13,689,192	18,468,149	26,430,000	7,961,851

Page 6 of 19

First Quarter 2024

The Western Investment Company of Canada Ltd.

Management's Discussion and Analysis

Using the estimated market value of our Associates as outlined above, the net asset value of Western as at December 31, 2023, is:

$		Estimated Market
	Value
Current assets		656,124
Due from related parties		740,205
Investment in Associates		26,430,000
Current liabilities		(358,441)
Loan from related party		(1,095,000)
Convertible debentures		(5,630,981)
Net asset value		20,741,907
Common shares outstanding		30,207,756
Value per share	$	0.69

Summary of Equity Investments

Below is a summary of the results of each of Western's Associates for the period ended March 31, 2024. The performance of our Associates is assessed based on revenues, net income from operations, and EBITDA. EBITDA is a supplemental measure of operating income in which tax, depreciation and amortization, and interest are added back to the associate's net income (refer to the "Description of Non-IFRS Measures" section below for more information).

Fortress Insurance Company

Fortress is a Canadian licensed insurance company focused on specialty and surplus lines of business within the Canadian insurance marketplace. The principal business for Fortress involves property insurance but the company also offers insurance in niche products including accident & sickness, liability, boiler & machinery, marine, fidelity, legal expense, and surety. Fortress is licensed in five provinces from BC to Ontario and all three territories.

Management has been actively working on developing relationships with its broker network and on negotiating reinsurance contracts to mitigate the risk taken by Fortress. With reinsurance, Fortress essentially shares the risk of each contract with other insurance companies. Expanding the broker network allows Fortress to penetrate deeper into the market and offer greater capacity to brokers.

Key Highlights:

• Gross written premiums grew 40% to $5.2 million in Q1 2024 compared with $3.7 million in Q1 2023.
• Q1 2024 includes two new programs, which didn't exist in Q1 2023. Such programs add geographic diversity and class of insurance to the portfolio.
• Q1 2024 saw growth of 127% in its in-house offer and acceptance offerings.

For the three months ended March 31, 2024, Western recognized equity income of $16,630 from Fortress compared to $26,879 in equity income for the quarter ended March 31, 2023.

Page 7 of 19

First Quarter 2024

The Western Investment Company of Canada Ltd.

Management's Discussion and Analysis

Financial highlights for Fortress (at 100%) are presented below:

	Three months ended March 31,
Financial results ($)	2024	2023
Insurance revenue	5,718,658	4,646,118
Insurance service result	192,484	460,297
Investment income (loss)	265,278	308,445
Net income (loss)	58,454	274,401
Gross premiums written1	5,217,772	3,719,218

1 Supplementary measure - total gross insurance premiums written during the period

Fortress continues its trajectory of rapid growth, with increases in gross written premiums each year, including a 40% increase from the comparative quarter in 2023. Gross written premiums include all premiums written during the year, including both earned and unearned, auto insurance premiums, and fronting fees earned.

Fortress continues to increase capacity on all its products, recently adding liability and transportation insurance products to its lineup. We expect to see continued growth in written premiums throughout the year with a focus on diversification of both product lines, and geography, and a focus on growing business in Ontario, Manitoba, and Saskatchewan. New programs in Ontario and Alberta with established partners were added during the first quarter.

The trailing 12-month loss ratio as at March 31, 2024 (incurred losses over earned premium) is 56% (March 31, 2023 - 44%), which includes a few water losses due to frigid temperatures at the beginning of the year. The ratio is being closely monitored and expected to return to the target 45%.

As we head into 2024, we see a softening of the insurance market. Capacity is increasing and rates are coming down. While this may impact Fortress's growth and retention, management is actively monitoring the market and working to find niche areas of products to stay relevant with the brokers.

Western currently holds 28% ownership of Fortress and appoints two of eight directors to the Board. This gives Western significant influence over the investment. As such, the Corporation is accounting for this investment under the equity method.

GlassMasters

Western holds a 55% investment in GlassMasters, an automotive glass service company with retail locations providing repair and replacement of auto glass and automotive glass warehouses that import a full line of quality aftermarket glass parts and materials at competitive prices. Principal markets are in Alberta and Saskatchewan, with expansion this year into British Columbia.

On April 1, 2022, the shareholders of GlassMasters passed a special resolution to distribute $8 million in capital to shareholders by way of reducing the stated capital on the Class "A" common shares. The distribution was treated as a return of paid-up capital for tax purposes and was paid by the issuance of a 5-year term promissory note of which Western's share was $4,658,559.

The terms of the note includes automatic renewal for five years upon each maturity date and an

Page 8 of 19

First Quarter 2024

The Western Investment Company of Canada Ltd.

Management's Discussion and Analysis

interest rate as determined by the Board of Directors of GlassMasters from time to time. The Board has set the interest rate at 14% for 2024 (2023 - 10%). During the three months ended March 31, 2024, $163,049 of interest was earned and payable on this note (March 31, 2023 - $116,464 earned and paid).

The interest earned on the note payable provides cash flow with an additional revenue source for the Corporation and creates tax efficiencies at the operating company. The intention is for the note to be renewed indefinitely, and it is considered part of Western's total investment in GlassMasters.

Key Highlights:

• Revenue grew 14.5% to $7.6 million in Q1 2024 compared with $6.6 million in Q1 2023.
• GlassMasters newest location in Kelowna is up and running, and Winnipeg is poised to open in the third quarter of 2024.

GlassMasters contributed an equity loss of $299,153 and finance income of $172,638 to Western's results in the three month period ended March 31, 2024 (March 31, 2023 - $140,351 equity loss and $133,377 finance income). Western earns $75,000 annually in management fee revenue.

Financial highlights for GlassMasters (at 100%) are presented below:

	Three months ended March 31,
Financial results ($)	2024	2023
Revenue	7,583,689	6,621,345
Gross profit	1,777,036	1,714,511
Net income	(592,904)	(253,708)
Note payable interest paid to
shareholders, net of tax	226,962	162,116
Adjusted Net income1	(365,942)	(91,592)
Net income	(592,904)	(253,708)
Interest	434,982	359,062
Amortization and depreciation	505,521	395,202
Tax	(177,049)	(75,783)
EBITDA	170,550	424,773

1 Non-GAAP measure - Interest on shareholder notes payable was added back to net income to provide normalized operating income (loss).

GlassMasters has set another record for sales in the first quarter of 2024, with a 15% increase from the prior year. Sales being higher than expected resulted in a slight reduction in margins due to the lower inventory levels on hand in the first quarter and staff training occurring sooner than budgeted. General and administrative expenses are up this year as a result of the addition of the new Kelowna store and warehouse, increased vehicle fuel and insurance costs, inflation, and accounting for foreign exchange of the large amount of inventory that arrived in March.

Overall, net income for the quarter came in just slightly below their budgeted loss of $510,000. Being a seasonal business a loss is expected for the first quarter.

Page 9 of 19

First Quarter 2024

The Western Investment Company of Canada Ltd.

Management's Discussion and Analysis

GlassMasters' expanded radio advertising and call center is translating into the ongoing growth in retail sales. New accounts are adding to growth in same store revenue. During the latter part of the first quarter significant inventory arrived in preparation to meet anticipated high demand through the spring and summer.

Adding one warehouse, two stores and an investment in an existing full-service glass shop in 2023 GlassMasters is poised to have a strong year. Near the end of the quarter, Kelowna received is ICBC accreditation allowing the Company access to the province's insurance business. 2024 will mark the first expansion into Manitoba with a location opening in Winnipeg. The retail location opened early in the second quarter with a warehouse expected to open late this year. Management continues to assess additional expansion opportunities.

GlassMasters earns the majority of its income in the spring and summer driving months. Based on the seasonality of operations, readers are cautioned not to weigh quarterly financial data equally for all quarters.

Western has significant influence over GlassMasters, given Western appoints two of six directors; however, this does not give Western control. As such, the Corporation has accounted for this investment under the equity method.

Foothills Creamery Ltd.

Western holds a 50% interest in Foothills, a producer and distributor of high-quality butter and ice cream products with over 50 years of operations in Western Canada. Headquartered in Calgary, Alberta, it serves customers through a large grocery retail and food service network across Western Canada, supported by distribution facilities in Edmonton, Alberta, and Kelowna, British Columbia. Foothills butter products are specially churned, using only the freshest cream to produce a smooth textured product with exceptional taste. Target markets for its butter products include grocery retailers and the food service industry, including commercial kitchens and bakeries. Ice cream sales are seasonal, with the busiest quarters occurring in the spring and summer months.

Key highlights:

• Gross Profit grew 15% to $1.75 million in Q1 2024 compared with $1.52 million in Q1 2023 as a result of a focus on higher margin products.
• If we remove the gain on sale of real estate recognized in 2023, EBITDA grew 42% to $570,997 in Q1 2024 compared with $401,450 (adjusted) in Q1 2023.
• As at March 31, 2024, Foothills has $2.1 million more inventory on hand compared to March 31, 2023.

The prior three months ended March 31, 2023, EBITDA and net income was inflated by a large gain realized on the sale of real estate. Foothills sold their Kelowna warehouse in the first quarter of 2023 and is leasing the space back. Removing this $1.1 million gain from 2023 provides for an adjusted net loss of $404,101, and adjusted EBITDA of $401,450.

In the period ended March 31, 2024, Western recorded an equity loss of $44,130 from Foothills compared to equity income earned of $344,621 in the comparative 2023 period, which included Western's share of the gain on sale of real estate. Western earns annual management fees of

Page 10 of 19

First Quarter 2024