Western Financial Group Inc. has entered into an agreement with a syndicate of investment dealers — led by Jennings Capital Inc. and including Acumen Capital Finance Partners Ltd. — to sell, on a best efforts private placement basis, up to $10 million of convertible redeemable non-voting preferred shares at a price of $100 per share.

The shares will pay a dividend of 6.75% per annum, payable semi-annually as declared by the board of directors, and mature on the date that is five years plus one day from their date of issuance. The preferred shares will be convertible into common shares at any time at the holder’s option at a price of $3.60 per share.

The shares will be redeemable after the third anniversary date of issuance. Payment on redemption or maturity of the preferred shares will be made by the company issuing common shares at 95% of the prior average 20-day trading price prior to redemption.

Prior to maturity, redemption will only occur where the common shares of the company are trading at a price of at least 135% of the $3.60 conversion price.