CVW Sustainable Royalties Announces Closing of $50 Million Fairfax Strategic Investment
CVW Sustainable Royalties Announces
Closing of $50 Million Fairfax Strategic
Investment
Calgary, Alberta--(Newsfile Corp. - April 16, 2026) - CVW Sustainable Royalties Inc. (TSXV: CVW)
(OTCQX: CVWFF) (FSE: TMD) ("
CVW Royalties
" or the "
Company
") is pleased to confirm the
closing of the previously announced $50.0 million strategic investment by Fairfax Financial Holdings
Limited, through certain of its subsidiaries ("
Fairfax
"), into the Company (the "
Fairfax Strategic
Investment
"). The Fairfax Strategic Investment was completed following the approval by the Company's
shareholders (the "
Shareholders
") of the special resolution authorizing the creation of a new class of
non-voting common shares (the "
Non-Voting Common Shares
") at a special meeting of the
Shareholders held on April 14, 2026.
Pursuant to the Fairfax Strategic Investment, the Company issued a combination of common share units
(the "
Fairfax Voting Units
") and non-voting common share units (the "
Fairfax Non-Voting Units
") to
Fairfax for aggregate gross proceeds of $50.0 million, structured as follows:
Tranche 1 –
54,600,712 Fairfax Voting Units purchased by Fairfax at a price of $0.78 per Fairfax
Voting Unit for gross proceeds of approximately $42,588,555. Each Fairfax Voting Unit consists of
one common share of the Company (a "
Common Share
") and one warrant exercisable to
purchase a Non-Voting Common Share at a price of $0.95 per Non-Voting Common Share for a
period of two years from the date of closing (the "
Non-Voting Common Share Warrants
").
Tranche 2 –
9,501,852 Fairfax Non-Voting Units purchased by Fairfax at a price of $0.78 per
Fairfax Non-Voting Unit for gross proceeds of approximately $7,411,445. Each Fairfax Non-Voting
Unit consists of one Non-Voting Common Share and one Non-Voting Common Share Warrant.
The Non-Voting Common Shares are convertible into Common Shares by Fairfax, subject to a beneficial
ownership restriction if such conversion would result in Fairfax and its affiliates owning greater than
19.99% of the Company's Common Shares on a non-diluted basis (the "
Beneficial Ownership
Restriction
").
The Non-Voting Common Share Warrants are subject to an acceleration provision which provides that,
at any time following the 6-month anniversary from March 2, 2026, and from time to time thereafter, if the
volume-weighted average price of the Common Shares exceeds $1.20 for 30 consecutive trading days
at any time, the Company may, within 20 days following such occurrence but without having been
required to act upon the first or subsequent occurrence thereof, deliver a notice to the holders thereof
accelerating the expiry date of the Non-Voting Common Share Warrants to a date that is 30 calendar
days after the date of such notice.
The Company intends to use the net proceeds from the Fairfax Strategic Investment to fund future royalty
transactions, diligence and closing expenses related thereto, and general corporate purposes.
Closing of the Fairfax Strategic Investment has been conditionally approved by the TSX Venture
Exchange ("
TSXV
"), and the securities issued are subject to a statutory hold period of four months and
one day from the closing date in accordance with applicable Canadian securities laws.
The Company issued a total of 2,564,103 finder shares at a deemed price of $0.78 per Common Share.
The securities issued pursuant to the Fairfax Strategic Investment have not been, nor will they be,
registered under the U.S. Securities Act of 1933, as amended (the "
U.S. Securities Act
"), or any U.S.
state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the
"United States" or "U.S. persons" (as such terms are defined in Regulation S under the U.S. Securities
Act) absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or in
compliance with an applicable exemption therefrom. This news release shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
Early Warning Disclosure
The Company is providing the following early warning disclosure with respect to Moss Kadey, Special
Advisor of the Company, and with respect to Fairfax.
Moss Kadey
Immediately prior to the close of the brokered financing on March 2, 2026, Mr. Kadey beneficially owned,
controlled or directed 16,763,945 Common Shares, representing approximately 10.75% of the then-
outstanding Common Shares on a partially and non-diluted basis. Immediately following the closing of
the Fairfax Strategic Investment, Mr. Kadey is expected to beneficially own, control or direct the same
16,763,945 Common Shares, representing approximately 6.0% of the outstanding Common Shares on
a partially and non-diluted basis.
Mr. Kadey's address is 33 Charles Street East, Suite 3604, Toronto, Ontario, M4Y 0A2.
Mr. Kadey may, subject to applicable law and depending on market and other conditions and the
availability of other investment and business opportunities, increase or decrease his beneficial
ownership of the Company's securities, whether in the open market, by privately negotiated agreements
or otherwise, or may develop such plans or intentions in the future.
This disclosure is provided pursuant to Multilateral Instrument 62-104, which also requires an early
warning report to be filed containing additional information with respect to the foregoing matters. A copy
of the early warning report will be available on SEDAR+ under the Company's issuer profile at
www.sedarplus.ca
and may be obtained upon request from the Company by contacting Joshua Grant,
Chief Financial Officer and Corporate Secretary of the Company, using the contact information provided
below.
Fairfax
Immediately prior to the closing of the Fairfax Strategic Investment, Fairfax beneficially owned nil
Common Shares, representing 0% of the outstanding Common Shares. As a result of the Fairfax
Strategic Investment, Fairfax now beneficially owns and controls 54,600,712 Common Shares,
representing 19.5% of the outstanding Common Shares on a non-diluted basis, and 9,501,852 Non-
Voting Common Shares and 64,102,564 Non-Voting Common Share Warrants, representing all of the
outstanding Non-Voting Common Shares and Non-Voting Common Share Warrants, respectively.
Assuming the full exercise of the Non-Voting Common Share Warrants and the full conversion of the
Non-Voting Common Shares (including the Non-Voting Common Shares received on exercise of the
Non-Voting Common Share Warrants), Fairfax's beneficial ownership and control of Common Shares
will not exceed 19.99% of the outstanding Common Shares on a non-diluted basis due to the operation
of the Beneficial Ownership Restriction.
This press release and Fairfax's corresponding early warning report (the "
Fairfax Early Warning
Report
"), which is expected to be filed on SEDAR+ in the near term, constitutes the required disclosure
pursuant to section 5.2 of National Instrument 62-104 -
Take-Over Bids and Issuer Bids
("
NI 62-104
").
The requirement to file an early warning report is triggered because the acquisition of the Common
Shares pursuant to the Fairfax Strategic Investment results in Fairfax beneficially owning and controlling
10% or more of the Common Shares. The Common Shares acquired under the Fairfax Strategic
Investment are being acquired by Fairfax for investment purposes and it may further purchase, hold, vote,
trade, dispose or otherwise deal in the securities of the Company, in such manner as it deems advisable
to benefit from changes in market prices of the Company's securities, publicly disclosed changes in the
operations of the Company, its business strategy or prospects, or from a material transaction of the
Company. In the future, Fairfax may discuss with management and/or the board of directors of the
Company any of the transactions listed in clauses (a) to (k) of item 5 of Form 62-103F1 of National
Instrument 62-103 -
The Early Warning System and Related Take-Over Bid and Insider Reporting
Issues
("
NI 62-103
").
The Fairfax Early Warning Report that will be filed on SEDAR+ in respect of the Fairfax Strategic
Investment will satisfy the requirement of section 5.2 of NI 62-104 to have the Fairfax Early Warning
Report filed by an acquiror, in this case by Fairfax, with the securities regulatory authorities in each of the
jurisdictions in which the Company is a reporting issuer and which contains the information required by
section 3.1 of NI 62-103.
A copy of the Fairfax Early Warning Report filed by Fairfax in connection with the Fairfax Strategic
Investment will be available on SEDAR+ under the Company's issuer profile at
www.sedarplus.ca
and
may be obtained upon request from the Company by contacting Joshua Grant, Chief Financial Officer
and Corporate Secretary of the Company, using the contact information provided below.
About CVW Sustainable Royalties
CVW Sustainable Royalties
invests in sustainability-focused technologies and operations providing
returns linked to commodities and commodity-like products. CVW Sustainable Royalties is building a
portfolio of royalty-based cash flow streams by partnering with clean technology innovators in the
commodity space. CVW Sustainable Royalties' current portfolio includes its proprietary technology,
Creating Value from Waste™ ("
CVW™
"), which is designed to recover bitumen, solvents, critical
minerals, and water from oil sands froth treatment tailings with significant environmental benefits; an
interest in two future Northstar Clean Technologies facilities which reprocess waste shingles to produce
liquid asphalt, aggregate, fiber and limestone; and a royalty interest in Relocalize micro-factories which
produce packaged ice and cold packs in a more sustainable manner.
CVW Sustainable Royalties trades on the TSXV under the symbol "CVW", and is quoted on the OTCQX
under the symbol "CVWFF" and on the Frankfurt Stock Exchange under the symbol "TMD".
About Fairfax Financial Holdings Limited
Fairfax is a holding company which, through its subsidiaries, is primarily engaged in property and
casualty insurance and reinsurance and the associated investment management. Fairfax's head and
registered office is located at 95 Wellington Street West, Suite 800, Toronto, Ontario, M5J 2N7.
Disclosure Regarding Forward-Looking Information
This news release contains forward-looking statements and information within the meaning of
applicable Canadian securities laws (collectively, "forward-looking statements") that reflect the current
expectations of management about the future results, performance, achievements, prospects, or
opportunities for the Company. Forward-looking statements are frequently, but not always, identified
by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible"
and similar expressions, or statements that events, conditions or results "will", "may", "could" or
"should" occur or be achieved.
More particularly and without limitation, the forward-looking information in this news release includes
expectations regarding the Fairfax Strategic Investment, the proceeds therefrom and the use thereof;
expectations concerning the Company's plans and objectives in respect of the net proceeds of the
Fairfax Strategic Investment; the Company's objectives, goals or future plans; the potential for the
Company's royalty investment strategy to create value; the Company's strategy to create long-term
shareholder value and accelerate growth; and the potential to generate positive, commodity-linked
returns through partnerships with sustainable companies. Forward-looking statements are statements
about the future and are inherently uncertain, and actual results of the Company may differ materially
from those reflected in forward-looking statements due to a variety of risks, uncertainties and other
factors. For the reasons set forth above, investors should not place undue reliance on forward-looking
statements. Important factors that could cause actual results to differ materially from the Company's
expectations include: current estimates and predictions being based on certain assumptions about
the industry in which the Company operates and macroeconomic conditions generally; uncertainties
in the timing and receipt of regulatory and exchange approvals; uncertainties involved in disputes and
litigation; fluctuations in interest rates, commodity prices, currency exchange rates, and other financial
conditions, and the resultant effect on the viability of investments; changes in the availability, and
cost, of technical labour required for our business; price escalation and/or inflationary pressures
affecting the cost of equipment and material required to commercialize our projects; the uncertainty of
estimates of capital and operating costs; the need to obtain additional financing and uncertainty as to
the availability and terms of future financing; the impact on the Company of increasing inflation; and
other risks and uncertainties disclosed in other information released by the Company from time to
time and filed with the appropriate regulatory agencies.
All forward-looking statements are based on the Company's beliefs and assumptions, which are
based on information available at the time these assumptions are made, and are necessarily based
upon several assumptions that, while considered reasonable by the Company, are inherently subject
to significant operational, business, economic and regulatory uncertainties and contingencies. The
Company has made the following assumptions in relation to the forward-looking statements in this
press release: the Company's royalty investment strategy will be successfully implemented and will
create value for the Company. The forward-looking statements contained herein are as of the date set
out above and are subject to change after this date, and the Company assumes no obligation to
publicly update or revise the statements to reflect new events or circumstances, except as may be
required pursuant to applicable laws.
Although management believes that the expectations represented by such forward-looking
statements are reasonable, there is significant risk that the forward-looking statements may not be
achieved, and the underlying assumptions thereto will not prove to be accurate. Actual results or
events could differ materially from the plans, intentions and expectations expressed or implied in any
forward-looking statements, including the underlying assumptions thereto, as a result of numerous
risks, uncertainties and factors including: failure to derive benefits from the Company's royalty
investment strategy; failure to receive regulatory approvals; the possibility that opportunities will arise
that require more cash than the Company has or can reasonably obtain; dependence on key
personnel; dependence on corporate collaborations; potential delays; uncertainties related to early
stage of technology and product development; uncertainties as to fluctuation of the stock market;
uncertainties as to future expense levels and the possibility of unanticipated costs or expenses or cost
overruns; and other risks and uncertainties which may not be described herein.
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.
For further information, please contact:
Akshay Dubey
CEO
403.460.8135
Joshua Grant
CFO
403.460.8135
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/292866