PWC Capital Inc. Announces Proposed Amendments to Class B Preferred Shares

(TSX: PWC)-PWC Capital Inc. (“PWC” or the “Company”) today announced that it is proposing amendments to the terms of its Class B Preferred Shares. The proposed amendments will be considered by Common and Class B Preferred Shareholders at the Company’s forthcoming annual and special meeting of shareholders, scheduled for April 9, 2015.

The Board of Directors of the Company, on the recommendation of its Special Committee established to consider the proposed amendments, unanimously recommends that holders of Common Shares and Class B Preferred Shares vote FOR the special resolutions approving the proposed amendments to the terms of the Class B Preferred Shares.

As will be set out more particularly in the Company’s management proxy circular to be delivered in connection with the Company’s forthcoming annual and special meeting of shareholders, the Class B Preferred Shares, as amended, would provide for:

• a one-time right of holders to cause the Company to redeem, for a limited period of time following approval of the amendments, Class B Preferred Shares at a price per Class B Preferred Share of 3.425 PWB Common Shares. The Company will redeem up to 800,000 Class B Preferred Shares from holders that elect to participate in the redemption. In the event that greater than 800,000 Class B Preferred Shares are surrendered for redemption, the Class B Preferred Shares will be redeemed pro rata, disregarding fractions, according to the number of Class B Preferred Shares tendered for redemption. No holder of Class B Preferred Shares will be required to surrender Class B Preferred Shares for redemption;
• an amendment to the right of holders to convert Class B Preferred Shares into PWC Common Shares on the basis of 12.5 PWC Common Shares for each Class B Preferred Share, as compared to the current 5 PWC Common Shares for each Class B Preferred Share (effectively a $2.00 per PWC Common Share conversion price, as compared to a $5.00 per PWC Common Share conversion price); and
• a reduced annual dividend of $1.68 (6.75% from 9%) per Class B Preferred Share, but payable entirely in cash compared to the current right of PWC to satisfy approximately 63% of the dividend in PWC Common Shares.

The foregoing is a summary only of the material terms of the proposed amendments to the terms of the Class B Preferred Shares and is qualified in its entirety by the full text thereof that will be set out in the Company’s management proxy circular to be delivered in connection with the Company’s forthcoming annual and special meeting of shareholders, and filed under the Company’s profile at www.sedar.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale or any acceptance of an offer to buy these securities, in any jurisdiction in which the securities are not qualified for sale. No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information contained in this news release, including statements relating to the Amendments and any other statements regarding PWC's future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "proposed", "anticipates", "does not anticipate", "believes", "intends", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. By their very nature, forward-looking statements involve numerous factors and assumptions, including, without limitation, the expectations and beliefs of management and the matters to be put to shareholders at the Meeting. Although PWC considers these factors and assumptions to be reasonable based on information currently available, such factors and assumptions are not exhaustive and may prove to be incorrect.

All such forward-looking statements are subject to known and unknown risks, uncertainties and other factors, many of which are beyond PWC's ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including, without limitation, the matters to be put to shareholders at the Meeting.

PWC does not assume any obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in PWC's filings with the various provincial securities regulatory authorities available online at www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of PWC. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date hereof.